Chapter 62 — Cooperatives
2011 EDITION
COOPERATIVES
CORPORATIONS AND PARTNERSHIPS
GENERAL PROVISIONS
(Short Title and Definitions)
62.005 Short
title
62.015 Definitions
(Filing Documents)
62.025 Filing
requirements
62.030 Filing,
service, copying and certification fees
62.035 Effective
time and date of document
62.040 Correcting
filed document
62.045 Forms;
rules
62.050 Filing
duty of Secretary of State
62.055 Appeal
from Secretary of State’s refusal to file document
62.060 Evidentiary
effect of copy of filed document
62.065 Certificate
of existence
SUBSTANTIVE PROVISIONS
62.115 Purposes
for which cooperatives may be organized
62.125 General
powers
62.128 Reserved
name
62.131 Cooperative
name
62.135 Bylaws
62.145 Membership
62.155 Registered
office and registered agent; service of process on cooperative
62.165 Actions
in excess of authority
62.175 Capital
stock; membership stock
62.185 Certificates
of stock; contents
62.195 Voting
by shareholders
62.205 Subscription
agreement for shares or agreement to pay a membership fee; default
62.215 Limitation
of liability of members and shareholders
62.225 Dividends
on capital stock
62.235 Recall,
exchange or redemption of stock or other evidence of equity by cooperative
62.245 Missing
certificates or evidence of interest in cooperative; missing records relating
to redemption of interest in cooperative
62.255 Meetings
of members
62.265 Voting
by members
62.275 Quorum
of members
62.280 Board
of directors
62.283 Standard
of conduct for directors; permissible reliance on opinions and reports of
others; limitation of liability
62.284 Director
conflict of interest
62.285 Meetings
of board of directors
62.286 Loans
to or guarantees for directors
62.287 Directors’
meeting by conference telephone or similar communications equipment
62.290 Executive
committee
62.295 Officers
62.300 Compensation
and benefits to directors, officers and employees
62.305 Taking
action without meeting; effective date of action
62.315 Waiver
of notice
62.325 Voting
requirements of articles
62.335 Action
brought in right of cooperative by member or shareholder; attorney fees
62.355 Cooperative
contracts
62.360 Recording
cooperative contracts
62.365 Relief
against breach or threatened breach of contract; penalty for interference
62.370 Civil
action for inducing breach of contract with cooperative or spreading false
reports about cooperative
62.415 Apportionment
and distribution of net proceeds or savings or net losses
62.425 Unclaimed
distribution, redemptions or payments
62.430 Payments
in name of deceased owner of capital credits or retains in cooperative
62.435 Sale
or other disposition of entire assets
62.440 Books
and records; attorney fees
62.455 Annual
report; form; effect of error; update of information
INDEMNIFICATION OF DIRECTORS
62.462 Definitions
for ORS 62.462 to 62.482
62.464 Authority
to indemnify director; report to members
62.466 Mandatory
indemnification of director
62.468 Advance
for expenses
62.472 Court-ordered
indemnification
62.474 Determination
and authorization of indemnification
62.476 Indemnification
of officers, employees and agents
62.478 Insurance
62.482 Application
of ORS 62.462 to 62.482
FORMATION OF COOPERATIVES
62.511 Incorporators;
articles of incorporation; rules
62.513 Contents
of articles of incorporation; rules
62.515 Organization
meeting of directors
AMENDMENT OF ARTICLES
62.555 Right
to amend articles of incorporation
62.560 Shareholder
voting on amendments to articles
62.565 Articles
of amendment; effect of amendment
62.570 Restated
articles
CONVERSIONS AND MERGERS
62.605 Definitions
for ORS 62.605 to 62.623
62.607 Conversion
62.609 Action
on plan of conversion
62.611 Articles
of conversion
62.613 Effect
of conversion; entity existence continues
62.617 Merger;
plan of merger
62.619 Action
on plan of merger
62.621 Articles
of merger
62.623 Effect
of merger
DISSOLUTION
62.655 Voluntary
dissolution by act of cooperative
62.665 Procedure
for dissolution
62.670 Revocation
of voluntary dissolution
62.675 Effect
of revocation of voluntary dissolution proceedings
62.680 Articles
of dissolution
62.685 Effect
of filing articles of dissolution
62.690 Administrative
dissolution
62.695 Jurisdiction
of court to dissolve cooperative and liquidate assets and business of
cooperative
62.702 Procedure
for dissolution of cooperative by court
62.704 Judgment
of dissolution issued by court
62.708 Effect
of dissolution
62.712 Disposition
of known claims against dissolved cooperative
62.714 Notice
of dissolution; presentation of claims against cooperative
62.720 Presumption
of abandonment; procedure for agriculture cooperatives and others
FOREIGN COOPERATIVES
62.755 Admission
of foreign cooperatives
62.760 Registration
of name of foreign cooperative
EMPLOYEE COOPERATIVES
62.765 Definitions
for ORS 62.765 to 62.792
62.768 Election
to be governed as employee cooperative; corporate name
62.771 Revocation
of election to be governed as employee cooperative
62.774 Qualifications
of members; membership shares; rights of members
62.777 Membership
powers
62.780 Apportionment
of net earnings or losses
62.783 Internal
capital accounts; redemption of shares; collective reserve account
62.786 Internal
capital account cooperative
62.789 Procedure
for revocation of election; limits on merger
62.792 Short
title
MANUFACTURED DWELLING PARK COOPERATIVES
62.800 Short
title; purpose; resolution of conflicts
62.803 Definitions
for ORS 62.800 to 62.815
62.806 Election
as nonprofit cooperative
62.809 Requirements
for membership in cooperative; acceptance and entitlements of member;
membership after sale of dwelling
62.811 Recordation
of cooperative documents
62.812 Distribution
of cooperative assets upon dissolution
62.813 Lienholder’s rights; rights and obligations on transfer of
title
62.815 Prohibited
actions
MISCELLANEOUS PROVISIONS
62.825 Powers
of Secretary of State
62.850 Use
of term “cooperative”
62.855 Application
of chapter
62.860 Effect
of amendment or repeal of Oregon Cooperative Corporation Act
62.865 Effect
of repeal of prior statutes
62.870 Notice
to members of agricultural cooperative; date; contents; effect of failure to
send notice
GENERAL PROVISIONS
(Short Title and Definitions)
62.005 Short title.
This chapter shall be known and may be cited as the “Oregon Cooperative
Corporation Act.” [1957 c.716 §1]
62.010
[Repealed by 1957 c.716 §76]
62.015 Definitions.
As used in this chapter, unless the context requires otherwise:
(1)
“Anniversary” means that day each year exactly one or more years after:
(a)
The date of filing by the Secretary of State of the articles of incorporation
in the case of a domestic cooperative.
(b)
The date of filing by the Secretary of State of an application for authority to
transact business in the case of a foreign cooperative.
(2)
“Articles” means articles of incorporation, articles of conversion and articles
of merger.
(3)
“Board” means board of directors.
(4)
“Cooperative” means a cooperative corporation that is subject to the provisions
of this chapter.
(5)
“Corporation” means a corporation that is not a cooperative.
(6)
“Domestic limited liability company” means an entity that is an unincorporated
association having one or more members and that is organized under ORS chapter
63.
(7)
“Domestic nonprofit corporation” means a corporation not for profit
incorporated under ORS chapter 65.
(8)
“Domestic professional corporation” means a corporation organized under ORS
chapter 58 for the purpose of rendering professional services and for the purposes
provided under ORS chapter 58.
(9)
“Foreign cooperative” means a cooperative corporation organized under laws
other than the laws of this state.
(10)
“Foreign corporation” means a corporation for profit incorporated under laws
other than the laws of this state.
(11)
“Foreign limited liability company” means an entity that is an unincorporated
association organized under laws other than the laws of this state and that is
organized under a statute under which an association may be formed that affords
to each of the entity’s members limited liability with respect to liabilities
of the entity.
(12)
“Foreign nonprofit corporation” means a corporation not for profit organized
under laws other than the laws of this state.
(13)
“Foreign professional corporation” means a professional corporation organized
under laws other than the laws of this state.
(14)
“Member” means a person who has been qualified and accepted for membership in a
cooperative.
(15)
“Membership stock” means any class of stock, continuous ownership of which is
required for membership in a cooperative.
(16)
“Negotiate” means to confer with another in order to come to terms.
(17)
“Person” includes individuals, corporations, associations, firms, partnerships,
joint stock companies and foreign and domestic cooperative corporations.
(18)
“Shareholder” means a holder of shares of capital stock of a cooperative other
than membership stock. [1957 c.716 §2; 1963 c.492 §41; 1974 c.2 §4; 1987 c.94 §78;
1995 c.195 §1; 1999 c.362 §16; 2001 c.142 §1; 2001 c.315 §33; 2005 c.107 §2;
2009 c.14 §2; 2009 c.294 §5]
62.020
[Repealed by 1957 c.716 §76]
(Filing Documents)
62.025 Filing requirements.
(1) A document must satisfy the requirements of this section or any other
section that modifies these requirements, to be entitled to filing by the
Secretary of State.
(2)
This chapter must require or permit filing the document with the Office of
Secretary of State.
(3)
The document shall contain the information required by this chapter. It may
contain other information as well.
(4)
The document must be legible.
(5)
The document must be in the English language.
(6)
The document must be executed:
(a)
By the chairperson of the board of directors of a domestic cooperative, its
president or another of its officers;
(b)
If directors have not been selected or before the organizational meeting, by an
incorporator; or
(c)
If the cooperative is in the hands of a receiver, trustee or other
court-appointed fiduciary, by that receiver, trustee or fiduciary.
(7)
The person executing the document shall state beneath or opposite the signature
the name of the person and the capacity in which the person signs. The document
may, but is not required to contain:
(a)
The corporate seal;
(b)
An attestation by the secretary or an assistant secretary; and
(c)
An acknowledgment, verification or proof.
(8)
If the Secretary of State has prescribed a mandatory form for the document
under ORS 62.045, the document must be in or on the prescribed form.
(9)
The document must be delivered to the Office of Secretary of State and must be
accompanied by the required fees.
(10)
Delivery of a document to the Office of Secretary of State is accomplished only
when the document is actually received by the Office of Secretary of State. [1987
c.94 §69; 1999 c.486 §7]
62.030 Filing, service, copying and
certification fees. The Secretary of State shall
collect the fees described in ORS 56.140 for each document delivered for filing
under this chapter and for process served on the secretary under this chapter.
The secretary may collect the fees described in ORS 56.140 for copying any
public record under this chapter, certifying the copy or certifying to other
facts of record under this chapter. [1987 c.94 §71; 1991 c.132 §4; 1995 c.195 §35;
1999 c.362 §§17,17a]
62.035 Effective time and date of
document. (1) Except as provided in subsection
(2) of this section and ORS 62.040, a document accepted for filing is effective
on the date it is filed by the Secretary of State and at the time, if any, specified
in the document as its effective time or at 12:01 a.m. on that date if no
effective time is specified.
(2)
If a document specifies a delayed effective time and date, the document becomes
effective at the time and date specified. If a document specifies a delayed
effective date but no time, the document becomes effective at 12:01 a.m. on
that date. A delayed effective date for a document may not be later than the
90th day after the date it is filed. [1987 c.94 §72; 1995 c.195 §36]
62.040 Correcting filed document.
(1) A cooperative may correct a document filed by the Secretary of State, other
than an annual report, if the document contains an incorrect statement or was
defectively executed, attested, sealed, verified or acknowledged.
(2)
A cooperative shall correct a document by delivering articles of correction to
the Office of Secretary of State. The articles shall include the following:
(a)
A description of the document, including its filing date, or a copy of the
document.
(b)
The incorrect statement and the reason it is incorrect, or a description of the
manner in which the execution, attestation, seal, verification or
acknowledgment is defective.
(c)
A correction of the incorrect statement or defective execution, attestation,
seal, verification or acknowledgment.
(3)
Articles of correction are effective on the effective date of the document they
correct except as to persons relying on the uncorrected document and adversely
affected by the correction. As to those persons, articles of correction are
effective when filed. [1987 c.94 §73]
62.045 Forms; rules.
Upon request, the Secretary of State may furnish forms for documents required
or permitted to be filed by this chapter. The Secretary of State may by rule
require the use of the forms. [1987 c.94 §70; 1995 c.215 §9]
62.050 Filing duty of Secretary of State.
(1) If a document delivered to the Office of Secretary of State for filing
satisfies the requirements of ORS 62.025, the Secretary of State shall file it.
(2)
The Secretary of State files a document by indicating thereon that it has been
filed by the Secretary of State and the date of filing. After filing a
document, except as provided in ORS 62.155 and 62.455, the Secretary of State
shall return an acknowledgment of filing to the cooperative or its
representative.
(3)
If the Secretary of State refuses to file a document, the Secretary of State
shall return it to the cooperative or its representative within 10 business
days after the document was delivered together with a brief written explanation
of the reason for the refusal.
(4)
The Secretary of State’s duty to file documents under this section is
ministerial and is limited in scope of review as set out by rule of the
Secretary of State. The Secretary of State is not required to verify or inquire
into the legality or truth of any matter included in any document delivered to
the Office of Secretary of State for filing. The Secretary of State’s filing or
refusing to file a document does not:
(a)
Affect the validity or invalidity of the document in
whole or part; or
(b)
Relate to the correctness or incorrectness of information contained in the
document.
(5)
The Secretary of State’s refusal to file a document does not create a
presumption that the document is invalid or that information contained in the
document is incorrect. [1987 c.94 §74; 1999 c.486 §8]
62.055 Appeal from Secretary of State’s
refusal to file document. If the Secretary of State
refuses to file a document delivered to the Office of Secretary of State for
filing, the cooperative, in addition to any other legal remedy that may be
available, shall have the right to appeal from such order pursuant to the
provisions of ORS 183.480. [1987 c.94 §75]
62.060 Evidentiary effect of copy of filed
document. (1) A certificate attached to a copy of
a document filed by the Secretary of State, bearing the Secretary of State’s
signature, which may be in facsimile, is conclusive evidence that the original
document, or a facsimile thereof, is on file with the Office of Secretary of
State.
(2)
The provisions of ORS 56.110 apply to all documents filed pursuant to this
chapter. [1987 c.94 §76]
62.065 Certificate of existence.
(1) Anyone may apply to the Secretary of State to furnish a certificate of
existence for a cooperative.
(2)
A certificate of existence when issued means that:
(a)
The cooperative’s corporate name is registered in this state;
(b)
The cooperative is duly incorporated under the law of this state;
(c)
All fees payable to the Secretary of State under this chapter have been paid,
if nonpayment affects the existence or authorization of the cooperative;
(d)
An annual report required by ORS 62.455 has been filed by the Secretary of
State within the preceding 14 months; and
(e)
Articles of dissolution have not been filed by the Secretary of State.
(3)
A person may apply to the Secretary of State to issue a certificate covering
any fact of record.
(4)
Subject to any qualification stated in the certificate, a certificate of
existence or authorization issued by the Secretary of State may be relied upon
as conclusive evidence that the domestic or foreign cooperative is in existence
or is authorized to transact business in the state. [1987 c.94 §77; 1995 c.195 §37]
62.110
[Repealed by 1957 c.716 §76]
SUBSTANTIVE PROVISIONS
62.115 Purposes for which cooperatives may
be organized. Cooperatives may be organized under
this chapter for any lawful purpose or purposes, except for the purpose of
banking or insurance. [1957 c.716 §3]
62.120
[Repealed by 1957 c.716 §76]
62.125 General powers.
Each cooperative shall have power:
(1)
To have perpetual succession unless a limited period of duration is stated in
its articles.
(2)
To sue and be sued, complain and defend, in its corporate name.
(3)
To have a corporate seal which may be altered at pleasure, and to use the seal
by causing it, or a facsimile thereof, to be impressed or affixed or in any
other manner reproduced.
(4)
To purchase, take, receive, lease, take by gift, devise or bequest, or
otherwise acquire, own, hold, improve, use and otherwise deal in and with, real
or personal property, or any interest therein, wherever situated.
(5)
To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise
dispose of, all or any part of its property and assets.
(6)
To purchase, take, receive, subscribe for, or otherwise acquire, own, hold,
vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and
otherwise use and deal in and with, shares or other interests in, or
obligations of, other domestic or foreign cooperatives and corporations,
partnerships or individuals, or direct or indirect obligations of the United
States or of any other government, state, territory, governmental district or
municipality or of any instrumentality thereof.
(7)
To make contracts and incur liabilities, borrow money at such rates of interest
as the cooperative may determine, issue its notes, bonds, certificates of
indebtedness and other obligations, issue certificates representing equity
interests in its assets, and secure any of its obligations by mortgage or
pledge of all or any of its property, franchises and income.
(8)
To lend money for its corporate purposes, invest and reinvest its funds and
take and hold real and personal property as security for the payment of funds so
loaned or invested.
(9)
To conduct its business and affairs and have offices and exercise its powers in
any state, territory, district or possession of the United States, or in any
foreign country.
(10)
To elect or appoint officers and agents, and define their duties and fix their
compensation.
(11)
To make and alter bylaws, consistent with its articles and the laws of this
state, for the administration and regulation of its affairs.
(12)
To make donations for the public welfare or for charitable, scientific or
educational purposes.
(13)
To cease its activities and surrender its franchise.
(14)
To have and exercise all powers necessary or convenient to effect any or all of
the purposes for which the cooperative is organized. [1957 c.716 §4; 1981 c.542
§1]
62.128 Reserved name.
(1) A person may apply to the Office of Secretary of State to reserve a
corporate name. The application must set forth the name and address of the
applicant and the name proposed to be reserved.
(2)
If the Secretary of State finds that the corporate name applied for conforms to
ORS 62.131, the Secretary of State shall reserve the name for the applicant for
a 120-day period.
(3)
A person may transfer the reservation of a corporate name to another person by
delivering to the Office of Secretary of State a notice of the transfer
executed by the person for whom the name was reserved and specifying the name
and address of the transferee. [1969 c.364 §2; 1987 c.94 §79]
62.130
[Repealed by 1957 c.716 §76]
62.131 Cooperative name.
(1) The name of a cooperative shall be written in the English language and may
include Arabic and Roman numerals and incidental punctuation.
(2)
The name of a cooperative shall be distinguishable upon the records of the
Office of Secretary of State from any other corporate name, professional
corporate name, nonprofit corporate name, cooperative name, limited partnership
name, reserved name, registered corporate name or assumed business name of
active record with the Office of Secretary of State.
(3)
The name of a cooperative need not satisfy the requirement of subsection (2) of
this section if the applicant delivers to the Office of Secretary of State a
certified copy of a final judgment of a court of competent jurisdiction that
finds that the applicant has a prior or concurrent right to use the cooperative
name in this state.
(4)
The provisions of this section do not prohibit a cooperative from transacting
business under an assumed business name.
(5)
The provisions of this section do not:
(a)
Abrogate or limit the law governing unfair competition or unfair trade
practices.
(b)
Derogate from the common law, the principles of equity or the statutes of this
state or of the United States with respect to the right to acquire and protect
trade names. [1987 c.94 §84]
62.135 Bylaws.
The initial bylaws of a cooperative shall be adopted by its board of directors.
Power to alter, amend or repeal the bylaws or adopt new bylaws is vested in the
members of the cooperative. Bylaws may contain any provisions for the regulation
and management of the affairs of the cooperative not inconsistent with law or
the articles. [1957 c.716 §8]
62.140
[Repealed by 1957 c.716 §76]
62.145 Membership.
(1) Membership in a cooperative is conditioned on ownership of a share of membership
stock or payment of a membership fee as set forth in the articles. If the
articles so provide, the bylaws may authorize a procedure by which the
membership fee initially stated in the articles pursuant to ORS 62.513 (1)(c)
may be changed without filing amended or restated articles. The bylaws of a
cooperative may authorize membership conditioned upon payment of part of the
membership fee or payment for part of the membership stock subscribed for and
compliance with an agreement to pay the balance.
(2)
Qualifications for membership and method of acceptance of members shall be as
set forth in the bylaws of the cooperative.
(3)
Bylaws may provide for termination of membership and the conditions and terms
thereof. [1957 c.716 §9; 1995 c.195 §2]
62.150
[Repealed by 1957 c.716 §76]
62.155 Registered office and registered
agent; service of process on cooperative. (1)
Each cooperative shall have and continuously maintain in this state:
(a)
A registered office which may, but need not be, the same as its place of
business.
(b)
A registered agent who shall be:
(A)
An individual resident in this state whose business office is identical to such
registered office;
(B)
A domestic corporation, domestic limited liability company, domestic
professional corporation or domestic nonprofit corporation having a business
office identical to such registered office; or
(C)
A foreign corporation, foreign limited liability company, foreign professional
corporation or foreign nonprofit corporation authorized to transact business in
this state and having a business office identical to such registered office.
(2)
A cooperative may change its registered office or registered agent in
accordance with the procedure set forth in ORS 60.114.
(3)
A person who has been designated by a cooperative as its registered agent may
resign in accordance with the procedure set forth in ORS 60.117.
(4)
A registered agent appointed by a cooperative is an agent of the cooperative
upon whom any process, notice or demand required or permitted by law to be
served upon the cooperative may be served.
(5)
The provisions of ORS 60.121 are applicable to cooperatives. [1957 c.716 §10;
1987 c.94 §80; 2001 c.315 §26]
62.160
[Repealed by 1957 c.716 §76]
62.165 Actions in excess of authority.
No act and no transfer of property to or by a cooperative is invalid because in
excess of the cooperative’s power to do such act or make or receive such
transfer, except that such lack of power may be asserted in a proceeding by:
(1)
A member, shareholder or director against the cooperative to enjoin any act or
transfer of property to or by the cooperative. If the unauthorized acts or
transfer sought to be enjoined are being, or are to be, performed or made
pursuant to any contract to which the cooperative is a party, the court may, if
all of the parties to the contract are parties to the proceeding and if it
deems the same to be equitable, set aside and enjoin the performance of the
contract, and in so doing may allow to the cooperative or to the other parties
to the contract, as the case may be, compensation for the loss or damage
sustained by either of them which may result from the action of the court in
setting aside and enjoining the performance of the contract but anticipated
profits to be derived from the performance of the contract shall not be awarded
by the court as a loss or damage sustained.
(2)
A cooperative, its legal representative, or through its members or shareholders
in a representative suit, against the officers or directors or former officers
or directors of the cooperative.
(3)
The Attorney General against the cooperative in an action to dissolve the
cooperative or to enjoin it from the transaction of unauthorized business. [1957
c.716 §11]
62.170
[Repealed by 1957 c.716 §76]
62.175 Capital stock; membership stock.
(1) Any cooperative, including a cooperative which requires a membership fee
rather than the holding of membership stock as a prerequisite of membership,
has power to issue the number of shares of capital stock stated in its articles.
Such shares may be divided into more than one class with such designations,
preferences, limitations and relative rights as shall be stated in the
articles, except that capital stock as such shall have no voting power except
as specifically authorized in this chapter.
(2)
The articles may require that members own one or more shares of membership
stock, and may provide limitations on the issuance and transferability of such
stock. Unless restricted by the articles, stock other than membership stock may
be issued or transferred without limitation.
(3)
Shares having a par value may be issued for such consideration expressed in
dollars, not less than the par value thereof, as shall be fixed from time to
time by the board. Shares without par value, may be issued for such
consideration expressed in dollars as may be fixed for such shares by the
board. Payment for shares may be in cash or other property, tangible or
intangible. If in other property, the value thereof shall be determined by the
board, and such determination, if made in good faith, is conclusive.
(4)
No certificate shall be issued for any share until such share is fully paid.
(5)
Shareholders as such have no preemptive right to purchase additional shares. [1957
c.716 §12; 1963 c.156 §1]
62.180
[Repealed by 1957 c.716 §76]
62.185 Certificates of stock; contents.
Each certificate of stock of a cooperative shall bear the manual or facsimile
signature of a principal officer and shall include the following information:
(1)
The name of the cooperative, number and class of the shares represented by the
certificate, the par value of each share or a statement that the shares are
without par value, and if the shares are membership stock, their designation as
such.
(2)
Any restrictions on the issuance or transfer of such shares.
(3)
If more than one class of stock is authorized or if stock is authorized in a
cooperative which requires a membership fee of its members, designation of the
several classes of stock and the respective preferences, limitations and
relative rights of such classes. In lieu of a full statement, the information
required by this subsection may be given in summary form. [1957 c.716 §13]
62.190
[Repealed by 1957 c.716 §76]
62.195 Voting by shareholders.
(1) A shareholder may vote either in person or by proxy executed in writing by
the shareholder or by the duly authorized attorney-in-fact of the shareholder.
No proxy shall be valid after 11 months from the date of its execution unless
otherwise provided in the proxy. The following provisions, relating to voting
of shares, apply to shareholders of cooperatives and shares of the capital
stock of cooperatives other than membership stock:
(a)
Shares standing in the name of another domestic or foreign cooperative may be
voted by such officer, agent or proxy as the bylaws of the cooperative may
prescribe, or, in the absence of such provision, as the board of directors of
the cooperative may determine.
(b)
An administrator, executor, guardian or conservator holding shares may vote the
shares, either in person or by proxy, without a transfer of such shares into
the name of the administrator, executor, guardian or conservator. Shares
standing in the name of a trustee may be voted by the trustee, either in person
or by proxy, but no trustee shall be entitled to vote shares held by the
trustee without a transfer of the shares into the trustee’s name.
(c)
Shares standing in the name of a receiver may be voted by the receiver, and
shares held by or under control of a receiver may be voted by the receiver
without the transfer thereof into the receiver’s name if authority so to do is
contained in an appropriate order of the court by which the receiver was
appointed.
(d)
A shareholder whose shares are pledged shall be entitled to vote the shares
until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote
the shares so transferred.
(3)
For the purpose of determining shareholders entitled to notice of or to vote at
meetings, or entitled to receive payment of any dividend, the bylaws may fix in
advance a date as the record date for any such determination of shareholders.
Such date shall be not more than 50 days and not less than 10 days prior to the
date on which the particular action requiring such determination of
shareholders is to be taken. If no such record date is fixed by the bylaws, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting has been
made as provided in this section, such determination shall apply to any
adjournment of that meeting. [1957 c.716 §15; 1987 c.94 §81]
62.200
[Repealed by 1957 c.716 §76]
62.205 Subscription agreement for shares
or agreement to pay a membership fee; default.
(1) A subscription agreement for shares, including membership stock, of a
cooperative, where the subscription is entered into before incorporation, or an
agreement entered into before incorporation to pay a membership fee is
irrevocable for six months unless:
(a)
Otherwise provided by the subscription agreement or the agreement to pay a
membership fee; or
(b)
All subscribers or parties to all the agreements to pay a membership fee
consent to the revocation.
(2)
If a subscriber defaults in payment of money or property under a subscription
agreement entered into before incorporation, or if a party to an agreement to
pay a membership fee defaults in the payment of money or property under an
agreement to pay a membership fee entered into before incorporation, the
cooperative may collect the amount owed as any other debt. Alternatively,
unless the subscription agreement or agreement to pay a membership fee provides
otherwise, the cooperative may rescind the agreement if the debt remains unpaid
more than 20 days after the cooperative sends written demand for payment to the
subscriber or the party. [1957 c.716 §16; 1995 c.195 §3]
62.210
[Repealed by 1957 c.716 §76]
62.215 Limitation of liability of members
and shareholders. Except for debts lawfully
contracted between a member or shareholder and the cooperative, no member or
shareholder is liable for the acts or debts of the cooperative to an amount
exceeding the sum remaining unpaid on the subscription of the member or
shareholder for shares of the cooperative, and the sum remaining unpaid on such
member’s membership fee if such fee is required by the cooperative. [1957 c.716
§17; 1995 c.195 §4]
62.220
[Repealed by 1957 c.716 §76]
62.225 Dividends on capital stock.
A cooperative organized with capital stock may pay a dividend upon capital
stock as is authorized by its articles. A payment under this section shall not
be made if the result of the payment would be to bring the value of the
cooperative’s remaining assets below the aggregate of the cooperative’s
indebtedness. [1957 c.716 §18; 1995 c.195 §5]
62.230
[Repealed by 1957 c.716 §76]
62.235 Recall, exchange or redemption of
stock or other evidence of equity by cooperative.
(1) Unless the articles provide otherwise, a cooperative may recall membership
stock upon termination of membership, acquire, exchange, redeem, and reissue
its own shares or other evidences of equity. Consideration paid for shares of
membership stock recalled by the cooperative shall be the par value thereof and
accrued and unpaid dividends, if any, except that if such shares have no par
value the consideration paid therefor shall be the
consideration in dollars for which the shares were issued plus accrued and
unpaid dividends. The cooperative may set off obligations to it of the holder
of membership stock or other stock or other evidence of equity, including
capital credits or accounts representing capital credits. The cooperative shall
have a continuing perfected security interest in the evidence of equity,
capital credits or accounts representing capital credits to secure payment of
any indebtedness, whenever incurred, owed to the cooperative by the holder.
Notwithstanding any other provision of law, the security interest shall take
priority over all other perfected security interests. No such acquisition,
recall or redemption of stock or other evidence of equity shall be made if the
result thereof would be to bring the value of the remaining assets of the
cooperative below the aggregate of its indebtedness. The articles may provide
other limitations on the right of a cooperative to acquire, recall, exchange or
redeem its shares or other evidences of equity.
(2)
When shares are acquired, recalled, exchanged or redeemed by the cooperative,
such shares shall be restored to the status of authorized but unissued shares. [1957
c.716 §14; 1993 c.428 §1]
62.240
[Repealed by 1957 c.716 §76]
62.245 Missing certificates or evidence of
interest in cooperative; missing records relating to redemption of interest in
cooperative. (1) When a certificate of membership in
a cooperative or a certificate for a share or shares of membership or capital
stock, if certificated, in a cooperative, or other written evidence of the
apportionment, distribution and payment of net proceeds or savings of the
cooperative, or of any indebtedness or other equity interest in a cooperative,
issued by a cooperative is missing, the cooperative shall issue a duplicate
thereof upon the request of the owner and upon the furnishing of such indemnity
as may be required by the cooperative.
(2)
When records showing ownership of membership in a cooperative or of a share or
shares of membership or capital stock in a cooperative, or of the
apportionment, distribution and payment of net proceeds or savings of the
cooperative, or of any indebtedness or other equity interest in a cooperative,
are missing and if the information which is missing is necessary to a proposed
redemption of any of the items described in this subsection, the cooperative
may give notice and redeem the items as follows:
(a)
The cooperative shall set aside an amount equal to the value of the items to be
redeemed.
(b)
The cooperative shall give notice of the redemption to all owners of items of
which the cooperative has knowledge.
(c)
If there are items the ownership of which is unknown to the cooperative, it
shall publish notice of the redemption at least once a month for four months in
a newspaper of general circulation in the county in which the registered office
of the cooperative is located.
(d)
After the completion of the publication, any unclaimed outstanding items
represented by the missing records may then be terminated in accordance with
the provisions of this chapter dealing with unclaimed distributions,
redemptions or proceeds. [1957 c.716 §19; 1995 c.195 §6]
62.250
[Repealed by 1957 c.716 §76]
62.255 Meetings of members.
(1) Meetings of members may be held either within or without this state as may
be provided in the bylaws, and in the absence of a bylaw provision such
meetings shall be held at the principal place of business of the cooperative.
(2)
An annual meeting of the members shall be held at such time or within such time
as may be provided in the bylaws. If the bylaws do not fix a time for such
meeting, the annual meeting shall be held in each calendar year at such time as
the board shall determine. Failure to hold the annual meeting at the designated
time does not work a forfeiture or dissolution of the cooperative.
(3)
Special member meetings may be called by the president or the board; or the
secretary shall call such a meeting upon the filing of a petition stating the
business to be brought before the meeting signed by not less than 10 percent of
the members of the cooperative.
(4)
Written or printed notice, stating the place, day and hour, and in case of a
special member meeting the purposes for which the meeting is called, shall be
given to each member and each shareholder, if shareholders are entitled to vote
at such meeting, either personally or by mail not less than seven or more than
30 days before the meeting by direction of the person calling the meeting. If
mailed, the notice shall be deemed to be given when deposited in the United
States mail addressed to the member or shareholder at the address of the member
or shareholder as it appears on the records of the cooperative with postage
thereon prepaid. At any meeting at which the members are to be represented by
delegates, notice to the members may be given by notifying the delegates and
their alternates if any.
(5)
A cooperative may provide in its bylaws:
(a)
For the formation of districts and the holding of member meetings by districts
and that elections of directors may be held at district meetings.
(b)
That district meetings may elect delegates who shall represent their districts
in annual and special meetings of the members. Notice of district meetings
shall be given in the same manner as prescribed in this section for member
meetings. [1957 c.716 §20]
62.260
[Repealed by 1957 c.716 §76]
62.265 Voting by members.
(1) At any member meeting each member has one vote except that bylaws may
authorize voting according to actual, estimated or potential patronage, or a
combination of such plans of voting. Shares of stock as such shall not be given
voting power except in the specific instances authorized by this chapter.
(2)
Members as such shall not vote by proxy; but a member that is a corporation,
association or partnership may designate a representative to cast its vote. In
the absence of written notice that some person has been designated to represent
a member which is other than a natural person, such member may be represented
by any of its principal officers. If the bylaws of a cooperative provide for
the formation of districts and the election of delegates at district meetings
to represent their districts in member meetings, such representation is not
considered voting by proxy, and the delegates so elected shall cast the votes
to which members represented by them are entitled on such matters as are not
covered by mail ballots submitted to all members.
(3)
If the bylaws so provide, the board may cause to be submitted by mail ballot
any question to be voted on at any member meeting, including the election of
directors. In such event the secretary shall mail to each member along with the
notice of the meeting, the ballot on each such question and a voting envelope. The
ballot may be cast only in a sealed envelope which is authenticated by the
member’s signature. A vote so cast shall be counted as if the member were
present and voting in person.
(4)
The bylaws may set forth provisions, not inconsistent with this chapter,
relating to the methods and procedures for voting. [1957 c.716 §21]
62.270
[Repealed by 1957 c.716 §76]
62.275 Quorum of members.
(1) Those members present at any annual or special member meeting of a
cooperative constitute a quorum at the meeting, unless the bylaws of that
cooperative provide that a greater number constitutes a quorum.
(2)
Any action taken at a member meeting of a cooperative subsequent to December
31, 1953, and prior to January 1, 1958, which would have been effective except
for the absence of a quorum shall be deemed effective in all respects if there
were present at such meeting a quorum of members as provided in the bylaws of
that cooperative which were in effect at the time of that meeting. [1957 c.716 §22]
62.280 Board of directors.
(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.
(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.
(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.
(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.
(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. [1957
c.716 §23; 1981 c.542 §2; 1995 c.195 §7; 2007 c.336 §1]
62.283 Standard of conduct for directors;
permissible reliance on opinions and reports of others; limitation of
liability. (1) A director shall discharge the
duties of a director, including the duties as a member of a committee, in good
faith, with the care an ordinarily prudent person in
a like position would exercise under similar circumstances and in a manner the
director reasonably believes to be in the best interests of the cooperative.
(2)
In discharging the duties of a director, a director is entitled to rely on
information, opinions, reports or statements including financial statements and
other financial data, if prepared or presented by:
(a)
One or more officers or employees of the cooperative whom the director
reasonably believes to be reliable and competent in the matters presented;
(b)
Legal counsel, public accountants or other persons as to matters the director
reasonably believes are within the person’s professional or expert competence;
or
(c)
A committee of the board of directors of which the director is not a member if
the director reasonably believes the committee merits confidence.
(3)
A director is not acting in good faith if the director has knowledge concerning
the matter in question that makes reliance otherwise permitted by subsection
(2) of this section unwarranted.
(4)
A director is not liable for any action taken as a director, or any failure to
take any action, if the director performed the duties of the director’s office
in compliance with this section.
(5)
When evaluating any offer of another party to make a tender or exchange offer
for any equity security of the cooperative or any proposal to merge or
consolidate the cooperative with another corporation or cooperative or to
purchase or otherwise acquire all or substantially all the properties and
assets of the corporation or cooperative, the directors of the cooperative may,
in determining what they believe to be in the best interests of the
cooperative, give due consideration to the social, legal and economic effects
on employees, customers and suppliers of the cooperative and on the communities
and geographical areas in which the cooperative and its subsidiaries operate,
the economy of the state and nation, the long term as well as short term
interests of the cooperative and its members, including the possibility that
these interests may be best served by the continued independence of the
cooperative, and other relevant factors. [1981 c.542 §3; 1995 c.195 §8]
62.284 Director conflict of interest.
(1) A conflict of interest transaction is a transaction with the cooperative,
other than in the ordinary course of business for which the cooperative is
organized, whether or not on a patronage basis, in which a director of the
cooperative has a direct or indirect interest. A conflict of interest
transaction is not voidable by the cooperative solely because of the director’s
interest in the transaction if any one of the following is true:
(a)
The material facts of the transaction and the director’s interest were
disclosed or known to the board of directors or a committee of the board of
directors, and the board of directors or committee authorized, approved or
ratified the transaction;
(b)
The material facts of the transaction and the director’s interest were
disclosed or known to the members entitled to vote and they authorized, approved
or ratified the transaction; or
(c)
The transaction was fair to the cooperative.
(2)
For purposes of this section, a director of the cooperative has an indirect
interest in a transaction if:
(a)
Another entity in which the director has a material financial interest or in
which the director is a general partner is a party to the transaction; or
(b)
Another entity of which the director is a director, officer or trustee is a
party to the transaction and the transaction is or should be considered by the board
of directors of the cooperative.
(3)
For purposes of subsection (1)(a) of this section, a conflict of interest
transaction is authorized, approved or ratified if it receives the affirmative
vote of a majority of the directors on the board of directors, or on the
committee, who have no direct or indirect interest in the transaction. A
transaction may not be authorized, approved or ratified under this section by a
single director, unless only one director is authorized to serve pursuant to
ORS 62.280. If a majority of the directors who have no direct or indirect
interest in the transaction vote to authorize, approve or ratify the
transaction, a quorum is present for the purpose of taking action under this
section. The presence of, or a vote cast by, a director with a direct or
indirect interest in the transaction does not affect the validity of any action
taken under subsection (1)(a) of this section if the transaction is otherwise
authorized, approved or ratified as provided in subsection (1) of this section.
(4)
For purposes of subsection (1)(b) of this section, a conflict of interest
transaction is authorized, approved or ratified if it receives the vote of a
majority of the member votes entitled to be counted under this subsection. Any
director who is a member who has a direct or indirect interest in the
transaction, and any votes by a member under the control of an entity described
in subsection (2)(a) of this section may be counted in a vote of members to
determine whether to authorize, approve or ratify a conflict of interest
transaction under subsection (1)(b) of this section. A majority of the members,
whether or not present, that are entitled to be counted in a vote on the
transaction under this subsection constitutes a quorum for the purpose of taking
action under this section. [1995 c.195 §9]
62.285 Meetings of board of directors.
(1) Regular or special meetings of the board may be held either within or
without this state.
(2)
Regular meetings of the board may be held with or without notice as prescribed
in the bylaws. Special meetings of the board shall be held upon such notice as
is prescribed in the bylaws. Attendance of a director at a meeting shall
constitute a waiver of notice of the meeting except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
(3)
Unless the bylaws provide otherwise, the purposes of any meeting of the board
need not be specified in the notice or waiver of notice of the meeting.
(4)
Unless a greater number is required in the bylaws, a majority of the number of
directors fixed by or determined pursuant to the bylaws, or in the absence of a
bylaw fixing the number of directors, then of the number stated in the
articles, shall constitute a quorum for the transaction of business. Unless a
greater number is required in the bylaws, an act of the majority of the
directors present at a meeting at which a quorum is present is the act of the
board. [1957 c.716 §24]
62.286 Loans to or guarantees for
directors. (1) Except as provided by subsection
(3) of this section, a cooperative may not lend money to or guarantee the
obligation of a director of the cooperative unless:
(a)
The particular loan or guarantee is approved by a majority of the votes of all
the members excluding the votes of any member who is a benefited director; or
(b)
The cooperative’s board of directors determines that the loan or guarantee
benefits the cooperative and either approves the specific loan or guarantee or
a general plan authorizing the loans and guarantees.
(2)
The fact that a loan or guarantee is made in violation of this section does not
affect the borrower’s liability on the loan.
(3)
This section does not apply to loans and guarantees authorized by statute
regulating any special class of cooperatives. [1995 c.195 §10]
62.287 Directors’ meeting by conference
telephone or similar communications equipment.
Unless otherwise restricted by the articles of incorporation or bylaws of a
cooperative, members of the board of directors of a cooperative or any
committee designated by the board may hold a meeting of the board or committee
by means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this section shall constitute presence
in person at the meeting. [1981 c.542 §5]
62.290 Executive committee.
(1) If the bylaws so provide, the board may elect an executive committee to
consist of three or more directors, which committee to the extent provided in
the bylaws of the cooperative shall have and may exercise all the authority of
the board in the management of the cooperative, except in respect to:
(a)
Apportionment or distribution of net proceeds, savings or losses.
(b)
Selection of officers.
(c)
Filling of vacancies in the board or the executive committee.
(2)
The board may elect other directors as alternates for members of the executive
committee.
(3)
Designation of an executive committee and the delegation thereto of authority
shall not operate to relieve the board or any member thereof of any
responsibility imposed upon the board or member by law. [1957 c.716 §25]
62.295 Officers.
(1) The principal officers of a cooperative are a president, one or more vice
presidents as prescribed in the bylaws, a secretary and a treasurer. These
officers shall be elected annually by the board at such time and in such manner
as the bylaws provide. The offices of secretary and treasurer may be combined
in one person. At least one principal officer must be a director of the
cooperative. The manager of a cooperative may hold the office of president or
any other office.
(2)
The bylaws may provide for a chairperson of the board of directors. The offices
of chairperson and president may be combined in one person. However,
notwithstanding subsection (1) of this section, a person who is not a director
may not serve as chairperson of the board of directors.
(3)
Any other officer may be chosen by the board.
(4)
All officers shall have such authority and perform such duties as the bylaws
provide, or as the board may determine, not inconsistent with the bylaws. Any
officer may be removed by the board whenever in its judgment the best interests
of the cooperative will be served thereby. Election or appointment shall not of
itself create contract rights. [1957 c.716 §26; 1969 c.312 §1; 1981 c.542 §4]
62.300 Compensation and benefits to
directors, officers and employees. (1) Unless
the bylaws provide otherwise, only the members of the cooperative may establish
compensation or other benefits for a director, not available generally to
officers and employees, for services as a director.
(2)
Unless the bylaws provide otherwise, no director shall hold during the term as
director any position in the cooperative on regular salary.
(3)
Unless the bylaws provide otherwise, the board may provide, for prior or future
services of any officer or employee, reasonable compensation, pension or other
benefits to such officer or employee and pension or other benefits to a member
of the family of the officer or employee or beneficiaries of the officer or
employee. No officer or employee who is a director may take part in any vote on
the compensation of the officer or employee for services rendered or to be
rendered the cooperative. [1957 c.716 §27]
62.305 Taking action without meeting;
effective date of action. Any action required by this
chapter to be taken at a meeting of the members or directors of a cooperative,
or any other action which may be taken at a meeting of the members, directors
or members of the executive committee, and any matter on which shareholders are
entitled to vote under this chapter, may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by all of the
members, directors, executive committee members or shareholders entitled to
vote with respect to the subject matter thereof. Such consent shall have the
same force and effect as a unanimous vote at a meeting. Unless the consent
specifies a different effective date, action taken under this section is
effective when the last member, director, member of the executive committee or
shareholder entitled to vote, signs the consent. [1957 c.716 §28; 1995 c.195 §11]
62.310
[Repealed by 1957 c.716 §76]
62.315 Waiver of notice.
Whenever any notice is required to be given to any member or director of a
cooperative under the provisions of this chapter or under the provisions of the
articles or bylaws of a cooperative, a waiver thereof in writing signed by the
person or persons entitled to the notice, whether before or after the time
stated therein, is equivalent to the giving of the notice. [1957 c.716 §29]
62.320
[Repealed by 1957 c.716 §76]
62.325 Voting requirements of articles.
Whenever the articles require the vote of a greater proportion of the members
or shareholders than required by this chapter, the articles shall control. [1957
c.716 §30]
62.330
[Repealed by 1957 c.716 §76]
62.335 Action brought in right of
cooperative by member or shareholder; attorney fees.
(1) No action may be instituted or maintained in the right of any cooperative
by a member or shareholder unless the member or shareholder:
(a)
Alleges in the complaint that the member or shareholder was a member or
shareholder of record when any part of the transaction of which complained took
place, or that the membership or stock thereafter devolved upon the member or
shareholder by operation of law from a member or shareholder at such time.
(b)
Alleges in the complaint with particularity the efforts of the member or
shareholder to secure from the board such action as desired. The member or
shareholder shall further allege that the member or shareholder has either
informed the cooperative or board in writing of the ultimate facts of each
cause of action against each director or delivered to the cooperative or board
a copy of the complaint proposed to be filed. The member or shareholder shall
state the reasons for failure to obtain such action or the reasons for not
making such effort.
(c)
Files a complaint in such action within 20 days after notification given to the
cooperative or board as provided by paragraph (b) of this subsection.
(2)
The action shall not be dismissed or compromised without the approval of the
court.
(3)
If anything is recovered or obtained as the result of the action, whether by
means of a compromise and settlement or by a judgment, the court may direct the
plaintiff to account to the cooperative for the remainder of the proceeds.
(4)
In an action brought in the right of a cooperative by fewer than three percent
of the members or by holders of less than three percent of any class of stock
outstanding, the defendants may require the plaintiff to give security for the
reasonable expenses of defending the action, including attorney fees. The
amount of the security may thereafter be increased or decreased in the
discretion of the court upon showing that the security provided is or may be
inadequate or is excessive.
(5)
The court may award reasonable attorney fees to the prevailing party in an
action under this section. [1957 c.716 §69; 1981 c.897 §15; 1995 c.618 §38]
62.355 Cooperative contracts.
(1) Contracts for any of the following purposes, whether contained in the
bylaws or separately written, are valid when made between a cooperative and any
member in which such member agrees to:
(a)
Sell, market or deliver to or through the cooperative or any facilities
furnished by it, all or any specified part of products produced or to be
produced either by the member or under the control of the member.
(b)
Authorize the cooperative or any facilities furnished by it to act for the
member in any manner with respect to all or any specified part of such
products.
(c)
Buy or procure from or through the cooperative or any facilities furnished by
it, all or any specified part of goods or services to be bought or procured by
the member.
(d)
Authorize the cooperative or any facilities furnished by it to act for the
member in any manner in the procurement of goods or the procurement or
performance of services.
(2)
The contract referred to in subsection (1) of this section may fix and require
liquidated damages to be paid by the member to the cooperative in the event of
breach of the contract by the member. Liquidated damages may be a percentage of
the value or a specific amount per unit of the products, goods or services
involved by the breach, or a specific sum.
(3)
Two or more cooperatives may contract and act in association, corporate or
otherwise, to perform collectively any of their powers or purposes authorized
by this chapter. [1957 c.716 §32]
62.360 Recording cooperative contracts.
(1) A cooperative may record any contract authorized by ORS 62.355 in the
office of the county clerk of the county in which the member resides or in
which products covered by that contract have been or are to be produced. If the
cooperative has substantially uniform contracts with more than one member
residing or producing such products in any county, it may, in lieu of recording
the original contracts, record:
(a)
A true copy of the uniform contract; and
(b)
A sworn list or sworn lists of the names of members who have executed such
contract and who reside or produce such products in that county, and the
effective date of the contract as to each such member.
(2)
The county clerk shall record each such contract, and shall record
alphabetically in the Cooperative Contract Record the name of each party to
that contract. For recording such contract the fee is the same as for recording
a contract under ORS 205.320.
(3)
Recording pursuant to this section shall operate as constructive notice to all
persons of the existence and contents of the contract. Any right, title,
interest or lien created as to the products covered by the contract subsequent
to such recording is subject to the cooperative’s right, title or interest
under that contract. If the member creates any mortgage upon or other security
interest in any such products subsequent to such contract recording, and if the
member and the mortgagee or secured party jointly notify the cooperative in
writing of the existence and amount of the mortgage or other security interest,
all payments which after such notice become due from the cooperative to that
member by reason of the cooperative’s sale or other handling of those products
shall be paid by the cooperative to the mortgagee or other secured interest
until the amount of the mortgage or secured party has been paid, and the
balance thereafter shall be paid to the member.
(4)
When a contract recorded under this section has been terminated in any manner,
the cooperative shall give, upon demand, a statement of termination to the
member party to the contract, who may record the statement in the office of the
county clerk where the contract was originally filed or recorded. The county
clerk shall record the termination and index the name of the member in the
Cooperative Contract Record. A cooperative may record at any time in the office
of the county clerk where the contract was originally filed or recorded, a
sworn list of the names of all persons whose contracts have been terminated in
any manner other than by expiration of their term, and the county clerk shall
record the termination and index the name of each of those persons in the
Cooperative Contract Record. The fee for recording and indexing a document
under this section is the fee established in ORS 205.320. [1957 c.716 §33; 1965
c.632 §6; 1971 c.621 §12; 1975 c.607 §14; 1979 c.833 §15; 1981 c.835 §5; 1999
c.654 §3]
62.365 Relief against breach or threatened
breach of contract; penalty for interference. (1) In
the event of a breach or threatened breach of a cooperative contract authorized
by ORS 62.355, the cooperative is entitled to an injunction to prevent the
breach or any further breach thereof, and to a judgment of specific performance
thereof. Upon filing of a verified complaint showing the breach or threatened
breach, and upon filing a sufficient bond, the cooperative is entitled to a
temporary restraining order.
(2)
Any person who, with knowledge that a contract exists, induces or attempts to
induce any member to breach the contract with the cooperative, or who in any
manner aids a breach of the contract, is liable to the cooperative for damages
caused by such interference. The cooperative is also entitled to an injunction
to prevent any interference or further interference with the contract. [1957
c.716 §34; 2003 c.576 §324]
62.370 Civil action for inducing breach of
contract with cooperative or spreading false reports about cooperative.
In addition to the remedies provided in ORS 62.365 (2), any person who
knowingly and maliciously induces or attempts to induce any member of a
cooperative to breach a contract of the member with the cooperative authorized
by ORS 62.355, or who knowingly and maliciously spreads any false report about
the finances or management of a cooperative is liable, in a civil action, to
the cooperative aggrieved, in the penal sum of $500 for each offense. [1957
c.716 §72]
62.410
[Repealed by 1957 c.716 §76]
62.415 Apportionment and distribution of
net proceeds or savings or net losses. (1) The net
proceeds or savings of a cooperative shall be apportioned, distributed and paid
periodically to those persons entitled to receive them, at such times and in
such reasonable manner as the bylaws shall provide; except that net proceeds or
savings on patronage of the cooperative by its members shall be apportioned and
distributed among those members in accordance with the ratio which each member’s
patronage during the period involved bears to total patronage by all members
during that period. The bylaws may contain any reasonable provisions for the
apportionment and charging of net losses. For the purposes of this section work
performed as a member of a workers’ cooperative shall be deemed to be patronage
of that cooperative.
(2)
The apportionment, distribution and payment of net proceeds or savings required
by subsection (1) of this section may be in cash, credits, capital stock,
certificates of interest, revolving fund certificates, letters of advice or
written evidence of indebtedness or other equity interest issued by the
cooperative or by any affiliated domestic or foreign cooperative association
whether or not incorporated under this chapter.
(3)
Apportionment and distribution of its net proceeds or savings or net losses may
be separately determined for, and be based upon patronage of, single or
multiple pools, particular departments of the cooperative, or as to particular commodities,
supplies or services, or such apportionment and distribution may be based upon
classification of patronage according to the type thereof.
(4)
A cooperative may provide in its bylaws:
(a)
The minimum amount of any single patronage transaction; and
(b)
The minimum aggregate amount of patronage transactions by any patron during the
fiscal year of the cooperative.
(5)
Any amount described in subsection (4) of this section shall be taken into
account for the purpose of participation in allocation and distribution of net
proceeds or savings or net losses under this section.
(6)
For the purposes of this section net proceeds or savings or net losses shall be
computed in accordance with generally accepted accounting principles applicable
to cooperative corporations, and after deducting from gross proceeds or savings
any dividends paid upon capital stock. [1957 c.716 §36; 1963 c.156 §2; 1995
c.79 §15; 1995 c.195 §12]
62.420
[Repealed by 1957 c.716 §76]
62.425 Unclaimed distribution, redemptions
or payments. (1) Any distribution of net margins by
a cooperative or any redemption of or payment based upon any indebtedness,
capital stock of a cooperative or other equity interest which remains unclaimed
four years after the date authorized for payment, redemption or retirement may
be forfeited by the board. Any amount forfeited may revert to the cooperative,
if, at least six months prior to the declared date of forfeiture, notice that
the payment is available has been mailed to the last-known address of the
person shown by the cooperative’s records to be entitled thereto or, if the
address is unknown, is published as provided by ORS 62.245.
(2)
This section applies to payments authorized before or after January 1, 1958,
except that this section does not authorize the forfeiture prior to January 1,
1959, of any right to any such amount which would not otherwise have been
barred prior to January 1, 1959. [1957 c.716 §37; 1987 c.341 §1; 1995 c.195 §13]
62.430 Payments in name of deceased owner
of capital credits or retains in cooperative. (1) If
authorized by the bylaws, a cooperative may pay the following persons up to
$10,000 in redemption or refund of capital credits or retains recorded on the
books and records of the cooperative in the name of a deceased owner thereof:
(a)
The surviving spouse of the deceased owner;
(b)
If there is no surviving spouse, the deceased owner’s surviving children 18
years of age or older;
(c)
If the deceased owner left no surviving spouse or surviving children 18 years
of age or older, the deceased owner’s surviving parents; or
(d)
If there is no surviving spouse, surviving children 18 years of age or older or
surviving parent, the deceased owner’s surviving brothers and sisters 18 years
of age or older.
(2)
The affidavit of the person claiming payment shall:
(a)
State where and when the deceased owner died;
(b)
State that the total face value of the capital credits or retains of the
deceased owner in the cooperative does not exceed $10,000 and that they are
free and clear of any security interest or other lien or encumbrance;
(c)
Show the relationship of the affiant or affiants to the deceased owner;
(d)
Embody a promise to pay the expenses of last sickness, funeral expenses and
just debts of the deceased owner out of the capital credits or retains to be
redeemed or refunded to the full extent thereof if necessary, and to distribute
any balance to those persons entitled thereto by law; and
(e)
State any other information deemed appropriate by the cooperative.
(3)
A cooperative is under no obligation to determine the relationship of the
affiant to the deceased owner, or to determine other than from its books and
records whether the deceased owner’s capital credits or retains are subject to
a security interest or other lien or encumbrance. Payment made in good faith to
the person making the affidavit is a full acquittance
and release of the cooperative for the amount so paid.
(4)
A probate proceeding is not necessary to establish the right of the surviving
spouse, surviving children, surviving parent or surviving brothers and sisters
to obtain payment of the capital credits or retains as provided by this
section. However, if a personal representative is appointed in an estate of a
deceased member or patron whose capital credits or retains have been redeemed
or refunded under this section, the person or persons signing the affidavit
shall account for them to the personal representative.
(5)
Nothing in this section shall abrogate the rights of a cooperative set forth in
ORS 62.235, and a cooperative’s right to set off from a deceased owner’s
capital credits or retains any debts owed to the cooperative by the deceased
owner. This section shall not require that redemption or refund of capital
credits or retains be made in accordance with this section, or otherwise limit
or affect the manner in which a cooperative may pay, redeem, refund, administer
or distribute its net savings, or any retains thereof, capital credits or other
equity interests, nor shall it be deemed or construed to impose any further
obligation or liability on a cooperative in its payment or redemption of
retains in excess of $10,000.
(6)
Notwithstanding any provision of this section, if the cooperative’s books and
records reflect that the deceased owner’s capital credits or retains are
subject to a security interest or other encumbrance, the cooperative shall not
be relieved of any liability arising from the security interest or the
encumbrance if the redemption or refund of capital credits is made to the person
making the affidavit under this section. [1995 c.195 §31; 1999 c.377 §1]
62.435 Sale or other disposition of entire
assets. (1) The sale, lease, exchange or other
disposition of all, or substantially all, the property and assets of a
cooperative, when made in the usual and regular course of the business of the
cooperative, may be made on such terms and conditions and for such
consideration, which may consist in whole or in part of money or property, real
or personal, including shares of any other cooperative, corporation or
association, domestic or foreign, as shall be authorized by its board; and in
such case no authorization or consent of members or shareholders is required.
(2)
A sale, lease, exchange or other disposition of all, or substantially all, the
property and assets, with or without the goodwill, of a cooperative, if not
made in the usual and regular course of its business, may be made upon such
terms and for such consideration, which may consist in whole or in part of
money or property, real or personal, including shares of any other cooperative,
corporation or association, as may be authorized in the following manner:
(a)
The board shall adopt a resolution recommending the sale, lease, exchange or
other disposition and directing the submission thereof to a vote at a meeting
of members, which may be either an annual or a special meeting, or if there are
shareholders the submission shall be to a joint meeting of members and
shareholders.
(b)
Written or printed notice shall be given to each member and to each shareholder
within the time and in the manner provided in ORS 62.255 for the giving of
notice of meetings of members, and shall state that the purpose, or one of the
purposes, of the meeting is to consider the proposed sale, lease, exchange or
other disposition.
(c)
At the meeting, the members, by affirmative vote of a majority of the member
votes cast thereon, and the shareholders, by affirmative vote of a majority of
the shareholder votes entitled to be voted thereon, or in the case of an
electric or a telephone cooperative by affirmative vote of two-thirds of all
the members and affirmative vote of two-thirds of the shareholder votes
entitled to be voted thereon, may approve the sale, lease, exchange or other
disposition, and may fix, or may authorize the board to fix, any or all of the
terms and conditions thereof and the consideration to be received by the
cooperative therefor.
(3)
After authorization by votes of members and shareholders, the board
nevertheless, in its discretion, may abandon the sale, lease, exchange or other
disposition of assets subject to the rights of third parties under any
contracts relating thereto, without further action or approval by members or
shareholders. [1957 c.716 §48]
62.440 Books and records; attorney fees.
(1) A cooperative shall keep correct and complete books and records of account,
and shall keep minutes of the proceedings of its members, board and executive
committee. It shall keep at its principal office records of the names and
addresses of all members and shareholders. At any reasonable time, any member
or shareholder, or the agent or attorney of any member or shareholder, upon
written notice stating the purposes thereof, may examine for any proper purpose
any books or records pertinent to the purpose specified in the notice and may
make extracts therefrom, all in accordance with any
reasonable conditions prescribed by the board restricting the disclosure,
dissemination or use by any member or shareholder, or any agent or attorney of
any member or shareholder, of any information therein contained. The board may
deny a request to examine books and records if the board determines that the
purpose is not directly related to the business or affairs of the cooperative
and is contrary to the best interests of the cooperative.
(2)
In any action or proceeding to enforce the rights of members or shareholders
provided in this section, the court may award reasonable attorney fees to the
prevailing party. [1957 c.716 §31; 1981 c.897 §16; 1995 c.195 §14; 1995 c.618 §39]
62.455 Annual report; form; effect of error;
update of information. (1) A cooperative shall by the
cooperative’s anniversary deliver to the office of the Secretary of State for
filing an annual report that sets forth:
(a)
The name of the cooperative.
(b)
The street address of the cooperative’s registered office and the name of the
cooperative’s registered agent at the registered office in this state.
(c)
The address, including street and number and mailing address, if different, of
the cooperative’s principal office.
(d)
The names and addresses of the president and secretary of the cooperative.
(e)
A description of the primary business activity of the cooperative.
(f)
Additional identifying information that the Secretary of State may require by
rule.
(2)
The information contained in the annual report must be current as of 30 days
before the anniversary of the cooperative.
(3)
The Secretary of State shall mail the annual report form to any address shown
for the cooperative in the current records of the office of the Secretary of
State. The failure of the cooperative to receive the annual report form from
the Secretary of State does not relieve the cooperative of the cooperative’s
duty under this section to deliver an annual report to the office.
(4)
If an annual report does not contain the information this section requires, the
Secretary of State shall notify the reporting cooperative in writing and return
the report to the cooperative for correction. The cooperative must correct the
error within 45 days after the Secretary of State gives the notice.
(5)(a)
A cooperative may update information that is required or permitted in an annual
report filing at any time by delivering to the office of the Secretary of State
for filing:
(A)
An amendment to the annual report if a change in the information set forth in
the annual report occurs after the report is delivered to the office for filing
and before the next anniversary; or
(B)
A statement with the change if the update occurs before the cooperative files
the first annual report.
(b)
This subsection applies only to a change that is not required to be made by an
amendment to the articles of incorporation.
(c)
The amendment to the annual report filed under paragraph (a) of this subsection
must set forth:
(A)
The name of the cooperative as shown on the records of the office; and
(B)
The information as changed. [1957 c.716 §63; 1963 c.492 §43; 1983 c.717 §25;
1985 c.728 §66; 1987 c.94 §82; 1987 c.843 §16; 2007 c.186 §4; 2011 c.147 §6]
62.460 [1981
c.542 §6; repealed by 1995 c.195 §46]
INDEMNIFICATION OF DIRECTORS
62.462 Definitions for ORS 62.462 to
62.482. As used in ORS 62.462 to 62.482:
(1)
“Cooperative” includes any domestic or foreign predecessor entity of a
cooperative in a merger or other transaction in which the predecessor’s
existence ceased upon consummation of the transaction.
(2)
“Director” means an individual who is or was a director of a cooperative or an
individual who, while a director of a cooperative, is or was serving at the
cooperative’s request as a director, officer, partner, trustee, employee or
agent of another foreign or domestic cooperative, corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. A director is
considered to be serving an employee benefit plan at the cooperative’s request
if the director’s duties to the cooperative also impose duties on or otherwise
involve services by the director to the plan or to participants in or
beneficiaries of the plan. “Director” includes, unless the context requires
otherwise, the estate or personal representative of a director.
(3)
“Expenses” includes counsel fees.
(4)
“Liability” means the obligation to pay a judgment, settlement, penalty or
fine, including an excise tax assessed with respect to an employee benefit plan
or reasonable expenses incurred with respect to a proceeding.
(5)
“Officer” means an individual who is or was an officer of a cooperative or an
individual who, while an officer of a cooperative, is or was serving at the cooperative’s
request as a director, officer, partner, trustee, employee or agent of another
foreign or domestic cooperative, corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. An officer is considered to
be serving an employee benefit plan at the cooperative’s request if the officer’s
duties to the cooperative also impose duties on or include services by the
officer to the employee benefit plan or to participants in or beneficiaries of
the plan. “Officer” includes, unless the context requires otherwise, the estate
or personal representative of an officer.
(6)
“Party” includes an individual who was, is or is threatened to be made a named
defendant or respondent in a proceeding.
(7)
“Proceeding” means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal. [1995 c.195 §15]
62.464 Authority to indemnify director;
report to members. (1) Except as provided in
subsection (4) of this section, a cooperative may indemnify an individual
against liability incurred in a proceeding to which the individual was made a
party because the individual is or was a director if:
(a)
The conduct of the individual was in good faith;
(b)
The individual reasonably believed that the individual’s conduct was in the
best interests of the cooperative, or at least was not opposed to the
cooperative’s best interests; and
(c)
In the case of a criminal proceeding, the individual did not have reasonable
cause to believe the individual’s conduct was unlawful.
(2)
A director’s conduct with respect to an employee benefit plan for a purpose the
director reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of
subsection (1)(b) of this section.
(3)
Terminating a proceeding by judgment, order, settlement or conviction or upon a
plea of nolo contendere or
the equivalent of nolo contendere
does not, of itself, determine that the director did not meet the standard of
conduct described in this section.
(4)
A cooperative may not indemnify a director under this section in connection
with:
(a)
A proceeding by or in the right of the cooperative in which the director was
adjudged liable to the cooperative; or
(b)
A proceeding that charged the director with and adjudged the director liable
for improperly receiving a personal benefit.
(5)
Indemnification permitted under this section in connection with a proceeding by
or in the right of the cooperative is limited to reasonable expenses incurred
in connection with the proceeding.
(6)(a)
A cooperative that provides indemnification to a director in accordance with
the cooperative’s articles of incorporation or bylaws may not amend the articles
of incorporation or bylaws so as to eliminate or impair the director’s right to
indemnification after an act or omission occurs that subjects the director to a
proceeding or to liability for which the director seeks indemnification under
the terms of the articles of incorporation or bylaws.
(b)
Notwithstanding the prohibition set forth in paragraph (a) of this subsection,
a cooperative may eliminate or impair a director’s right to indemnification if
at the time the act or omission occurred the cooperative’s articles of
incorporation or bylaws explicitly authorized the cooperative to eliminate or
impair the right after an act or omission occurs.
(7)
If a cooperative indemnifies or advances expenses to a director under this
section or ORS 62.466, 62.468 or 62.472 in connection with a proceeding by or
in the right of the cooperative, the cooperative shall report the
indemnification or advance in writing to the members with or before the notice
of the next membership meeting. [1995 c.195 §16; 2011 c.227 §3]
62.465 [1981
c.542 §7; repealed by 1995 c.195 §46]
62.466 Mandatory indemnification of
director. Unless limited by its articles of
incorporation, a cooperative shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the director was a party because of being a director of the cooperative
against reasonable expenses incurred by the director in connection with the
proceeding. [1995 c.195 §17]
62.468 Advance for expenses.
(1) A cooperative may pay for or reimburse the reasonable expenses incurred by
a director who is a party to a proceeding in advance of final disposition of
the proceeding if:
(a)
The director furnishes the cooperative a written affirmation of the director’s
good faith belief that the director has met the standard of conduct described
in ORS 62.464; and
(b)
The director furnishes the cooperative a written undertaking, executed
personally or on the director’s behalf, to repay the advance if the director is
ultimately determined not to have met the standard of conduct.
(2)
The undertaking required by subsection (1)(b) of this section must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.
(3)
An authorization of payments under this section may be made by provision in the
articles of incorporation or bylaws, by a resolution of the members or board of
directors or by contract.
(4)(a)
A cooperative that authorizes payments in accordance with subsection (3) of
this section may not amend or rescind the articles of incorporation, bylaws or
resolution that authorizes the payments so as to eliminate or impair a director’s
right to payments after an act or omission occurs that subjects the director to
a proceeding for which the director seeks payment.
(b)
Notwithstanding the prohibition set forth in paragraph (a) of this subsection,
a cooperative may eliminate or impair a director’s right to payments if at the
time the act or omission occurred the cooperative’s articles of incorporation,
bylaws or resolution explicitly authorized the cooperative to eliminate or
impair the right after an act or omission occurs. [1995 c.195 §18; 2011 c.227 §4]
62.470 [1981
c.542 §8; repealed by 1995 c.195 §46]
62.472 Court-ordered indemnification.
Unless the cooperative’s articles of incorporation provide otherwise, a
director of the cooperative who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving
any notice the court considers necessary may order indemnification if it
determines:
(1)
The director is entitled to mandatory indemnification under ORS 62.466, in
which case the court shall also order the cooperative to pay the director’s
reasonable expenses incurred to obtain court-ordered indemnification; or
(2)
The director is fairly and reasonably entitled to indemnification in view of
all the relevant circumstances, whether or not the director met the standard of
conduct set forth in ORS 62.464 or was adjudged liable as described in ORS
62.464 (4), whether the liability is based on a judgment, settlement or
proposed settlement or otherwise. [1995 c.195 §19]
62.474 Determination and authorization of
indemnification. (1) A cooperative may not
indemnify a director under ORS 62.464 unless authorized in the specific case
after a determination has been made that indemnification of the director is
permissible in the circumstances because the director has met the standard of
conduct set forth in ORS 62.464.
(2)
A determination that indemnification of a director is permissible shall be
made:
(a)
By the board of directors by majority vote of a quorum consisting of directors
not at the time parties to the proceeding;
(b)
If a quorum cannot be obtained under paragraph (a) of this subsection, by a
majority vote of a committee duly designated by the board of directors
consisting solely of two or more directors not at the time parties to the
proceeding. However, directors who are parties to the proceeding may
participate in designation of the committee;
(c)
By special legal counsel selected by the board of directors or its committee in
the manner prescribed in paragraph (a) or (b) of this subsection or, if a
quorum of the board of directors cannot be obtained under paragraph (a) of this
subsection and a committee cannot be designated under paragraph (b) of this
subsection, the special legal counsel shall be selected by majority vote of the
full board of directors, including directors who are parties to the proceeding;
or
(d)
By the members.
(3)
Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(2)(c) of this section to select counsel. [1995 c.195 §20]
62.475 [1981
c.542 §9; repealed by 1995 c.195 §46]
62.476 Indemnification of officers,
employees and agents. Unless a cooperative’s articles
of incorporation provide otherwise:
(1)
An officer of the cooperative is entitled to mandatory indemnification under
ORS 62.466, and is entitled to apply for court-ordered indemnification under
ORS 62.472, in each case to the same extent as a director under ORS 62.466 or
62.472.
(2)
The cooperative may indemnify and advance expenses under ORS 62.462 to 62.482
to an officer, employee or agent of the cooperative to the same extent as to a
director. [1995 c.195 §21]
62.478 Insurance.
A cooperative may purchase and maintain insurance on behalf of an individual
against liability asserted against or incurred by the individual who is or was
a director, officer, employee or agent of the cooperative or who, while a
director, officer, employee or agent of the cooperative, is or was serving at
the request of the cooperative as a director, officer, partner, trustee,
employee or agent of another foreign or domestic cooperative, corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The cooperative may purchase and maintain the insurance even if the cooperative
has no power to indemnify the individual against the same liability under ORS
62.464 or 62.466. [1995 c.195 §22]
62.480 [1981
c.542 §10; repealed by 1995 c.195 §46]
62.482 Application of ORS 62.462 to
62.482. (1) The indemnification and provisions
for advancement of expenses provided by ORS 62.462 to 62.482 shall not be
deemed exclusive of any other rights to which directors, officers, employees or
agents may be entitled under the cooperative’s articles of incorporation or
bylaws, any agreement, general or specific action of its board of directors,
vote of members or otherwise, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person. Specifically and not
by way of limitation, a cooperative shall have the power to make or agree to
make any further indemnification, including advancement of expenses, of:
(a)
Any director as authorized by the articles of incorporation, any bylaws
approved, adopted or ratified by the members or any resolution or agreement
approved, adopted or ratified, before or after such indemnification or
agreement is made, by the members, provided that no such indemnification shall
indemnify any director from or on account of acts or omissions for which
liability could not be eliminated under ORS 62.513 (4)(e); and
(b)
Any officer, employee or agent who is not a director as authorized by its
articles of incorporation or bylaws, general or specific action of its board of
directors or agreement. Unless the articles of incorporation, or any such
bylaws, agreement or resolution provide otherwise, any determination as to any
further indemnity under this paragraph shall be made in accordance with ORS 62.474.
(2)
If articles of incorporation limit indemnification or advance of expenses, any
indemnification or advance of expenses is valid only to the extent consistent
with the articles of incorporation.
(3)
ORS 62.462 to 62.482 do not limit a cooperative’s power to pay or reimburse
expenses incurred by a director in connection with the director’s appearance as
a witness in a proceeding at a time when the director has not been made a named
defendant or respondent to a proceeding. [1995 c.195 §23; 2007 c.186 §5]
62.505 [1957
c.716 §5; 1963 c.492 §44; 1975 c.161 §2; 1981 c.633 §62; 1985 c.728 §67;
repealed by 1987 c.94 §174]
62.510 [1957
c.716 §6; 1963 c.492 §45; 1983 c.717 §26; 1985 c.728 §68; 1987 c.94 §83;
repealed by 1995 c.195 §46]
FORMATION OF COOPERATIVES
62.511 Incorporators; articles of
incorporation. One or more individuals 18 years of age
or older, a domestic or foreign corporation or cooperative, a partnership or an
association may act as incorporators of a cooperative by delivering articles of
incorporation to the Office of Secretary of State for filing. [1995 c.195 §24]
62.513 Contents of articles of
incorporation; rules. (1) The articles of
incorporation shall set forth:
(a)
The name of the cooperative, which satisfies the requirements of ORS 62.131.
(b)
The purposes for which the cooperative is organized. It shall be sufficient to
state, either alone or with other purposes, that the purpose of the cooperative
is to engage in any lawful activity for which cooperatives may be organized under
this chapter, and by such statement, all lawful activities shall be within the
purposes of the cooperative, except for express limitations, if any.
(c)
Whether the cooperative is organized with or without membership stock, and if
organized without membership stock the amount of the membership fee and whether
the membership fee may be changed in accordance with a procedure established in
the bylaws without the necessity of filing amended or restated articles, and
the limitations, if any, on transfer of a membership.
(d)
The number and par value, if any, of shares of each authorized class of stock,
and if more than one class is authorized, the designation, preferences,
limitations and relative rights of each class.
(e)
Which classes of stock, if any, are membership stock, and the limitations upon
transfer, if any, applicable to such stock.
(f)
Any limitation of the right to acquire or recall any stock.
(g)
The basis of distribution of assets in the event of dissolution or liquidation.
(h)
The street address of the cooperative’s initial registered office and the name
of its initial registered agent who shall be amenable to service of process at
the address.
(i) A mailing address to which the Secretary of State may
mail notices as required by this chapter.
(j)
The number of directors constituting the initial board of directors.
(k)
The name and address of each incorporator.
(2)
Duration shall be perpetual unless the articles of incorporation expressly
limit the period of duration.
(3)
It is not necessary to set forth in the articles any of the corporate powers
enumerated in this chapter. The articles may include additional provisions, not
inconsistent with law, for the regulation of the internal affairs of the
cooperative, including any provision that restricts the transfer of shares or
that under this chapter is required or permitted to be set forth in the bylaws.
Any provision required or permitted in the bylaws has equal force and effect if
stated in the articles. Whenever a provision of the articles is inconsistent
with a bylaw, the articles control.
(4)
Without limiting the provisions of subsection (3) of this section, the articles
of incorporation may set forth:
(a)
The names of the initial directors;
(b)
The addresses of the initial directors;
(c)
The names and addresses of the president and secretary;
(d)
Provisions regarding:
(A)
Managing the business and regulating the affairs of the cooperative; and
(B)
Defining, limiting and regulating the powers of the cooperative, its board of
directors and members;
(e)
A provision eliminating or limiting the personal liability of a director to the
cooperative, its members or its shareholders for monetary damages for conduct
as a director, provided that the provision shall not eliminate or limit the liability
of a director for any act or omission occurring prior to the date when the
provision becomes effective and the provision shall not eliminate or limit the
liability of a director for:
(A)
Any breach of the director’s duty of loyalty to the cooperative, its members or
its shareholders;
(B)
Acts or omissions that are not in good faith or that involve intentional
misconduct or a knowing violation of law; or
(C)
Any transaction from which the director derived an improper personal benefit;
and
(f)
Any provision that under this chapter is required or permitted to be set forth
in the bylaws.
(5)
The Secretary of State by rule may require additional identifying information. [1995
c.195 §25; 2007 c.186 §6]
62.515 Organization meeting of directors.
After the issuance of the certificate of incorporation an organization meeting
of the board of directors named in the articles shall be held, either within or
without this state, at the call of a majority of the incorporators, for the
purpose of adopting bylaws, electing officers and the transaction of such other
business as may come before the meeting. [1957 c.716 §7]
AMENDMENT OF ARTICLES
62.555 Right to amend articles of
incorporation. (1) A cooperative may amend its
articles from time to time in any and as many respects as may be desired, so
long as its articles as amended contain only such provisions as might be
lawfully contained in original articles at the time of making the amendment,
and, if a change in shares or the rights of shareholders or members, or an
exchange, reclassification or cancellation of shares or rights of shareholders
or members is to be made, such provisions as may be necessary to effect the
change, exchange, reclassification or cancellation.
(2)
Amendments to the articles shall be made in the following manner:
(a)
The board shall adopt a resolution setting forth the proposed amendment and
directing that it be submitted to a vote at a meeting of the members of the
cooperative, which may be either an annual or a special meeting.
(b)
Written or printed notice setting forth the proposed amendment or a summary of
the changes to be effected thereby shall be given to each member of record
within the time and in the manner provided in ORS 62.255 for the giving of
notice of meetings of members. If the meeting is an annual meeting, the
proposed amendment or the summary may be included in the notice of the annual
meeting.
(c)
At the meeting a vote of the members shall be taken on the proposed amendment.
The proposed amendment is adopted upon receiving the affirmative vote of a
majority of the member votes cast thereon, unless shareholders are entitled by
ORS 62.560 to vote on the proposed amendment, in which event the proposed
amendment is adopted upon receiving the approval of shareholders as specified
in ORS 62.560, as well as the affirmative vote of a majority of member votes
cast thereon. Any number of amendments may be submitted to the members and
voted upon by them at one meeting. [1957 c.716 §38]
62.560 Shareholder voting on amendments to
articles. (1) If a proposed amendment to articles
would affect a shareholder, such shareholder, whether or not permitted to vote
by the articles, is entitled to cast one vote on the amendment regardless of
the dollar amount of stock or number of affected classes of stock held by the
shareholder; except that the articles may permit such affected shareholder to
cast one vote for each share of stock the shareholder holds other than
membership stock. A member holding stock affected by a proposed amendment may
vote both as a member and as an affected shareholder.
(2)
If any shareholder is entitled to vote on a proposed amendment, the meeting at
which that proposed amendment is to be voted upon shall be a joint meeting of
members and affected shareholders, and notice of that meeting together with a
copy of the proposed amendment or a summary of the changes to be effected
thereby shall be given to each such shareholder of record entitled to vote
thereon within the time and in the manner provided in ORS 62.255 for the giving
of notice of meetings of members. The proposed amendment is adopted only if it
receives the affirmative vote of a majority of the votes of the affected
shareholders entitled to vote thereon.
(3)
For the purpose of this section, a shareholder is affected as to any class of
stock owned by the shareholder only if an amendment would expressly:
(a)
Decrease the dividends to which that class may be entitled or change the method
by which the dividend rate on that class is fixed.
(b)
Restrict rights to transfer that class.
(c)
Give to another existing or any new class of stock or equity interest not
previously entitled thereto any preference as to dividends or upon dissolution
which is the same or higher than preferences of that class.
(d)
Change the par value of shares of that class or of any other class having the
same or higher preferences as to dividends or upon dissolution.
(e)
Increase the number of authorized shares of any class having a higher
preference as to dividends or upon dissolution.
(f)
Require or permit an exchange of shares of any class with lower preferences as
to dividends or upon dissolution for shares of that class or any other class
with the same or higher preferences. [1957 c.716 §39]
62.565 Articles of amendment; effect of
amendment. (1) Following adoption of an amendment
or amendments to articles as provided in this chapter, articles of amendment
shall set forth:
(a)
The name of the cooperative.
(b)
The text of each amendment adopted.
(c)
The date of the adoption of the amendment by the members.
(d)
The numbers of members voting for and against the amendment.
(e)
If affected shareholders had the right to vote under ORS 62.560, the number of
affected shareholders, the number of shareholder votes entitled to be voted thereon,
and the numbers of such votes cast for and against the amendment.
(2)
No amendment shall affect any existing cause of action in favor of or against
the cooperative, or any pending suit to which the cooperative is a party, or
the existing rights of persons other than members or affected shareholders;
and, if the cooperative’s name is changed by amendment, no suit brought by or
against the cooperative under its former name shall abate for that reason. [1957
c.716 §40; 1981 c.633 §63; 1985 c.728 §69; 1987 c.94 §85; 1995 c.195 §32]
62.570 Restated articles.
(1) A cooperative by action taken in the same manner as required for amendment
of articles of incorporation may adopt restated articles of incorporation. The
restated articles of incorporation may contain any changes in the articles of
incorporation that could be made by amendment regularly adopted. Adoption of
restated articles of incorporation containing any such changes shall have the
effect of amending the existing articles of incorporation to conform to the
restated articles, without further action of the board of directors or
shareholders.
(2)
Restated articles of incorporation shall contain all the statements required
under this chapter to be included in original articles of incorporation except
that no statement need be made with respect to:
(a)
The number, names and addresses of directors constituting the initial board of
directors;
(b)
The names and addresses of the incorporators;
(c)
The initial or present registered office or agent; or
(d)
The mailing address of the cooperative if an annual report has been filed with
the Office of the Secretary of State.
(3)
Restated articles of incorporation when executed and filed in the manner
prescribed in this chapter shall supersede the theretofore existing articles of
incorporation and amendments thereto. The Secretary of State shall upon request
certify a copy of the articles of incorporation, or the articles of
incorporation as restated, or any amendments to either thereof.
(4)
The restated articles of incorporation, when filed, shall be accompanied by a
statement and a true copy of the statement as provided in this subsection. The
statement shall set forth:
(a)
The name of the cooperative.
(b)
The date of the adoption of the restated articles of incorporation.
(c)
The number of shares outstanding, and if affected shareholders have the right
to vote, the number of affected shares, the number of shareholder votes
entitled to be voted thereon, and, if the shareholders of any class are entitled
to vote thereon as a class, the designation and number of outstanding shares
entitled to vote thereon of each class.
(d)
The number of members voting for and against the restated articles of
incorporation, respectively, and, if there are shareholders entitled to vote,
the number of shares voted for and against the restated articles of
incorporation, respectively, and, if the shares of any class are entitled to
vote thereon as a class, the number of shares of each such class voted for and
against the restated articles, respectively.
(e)
If the restated articles of incorporation provide for an exchange,
reclassification or cancellation of issued shares, and if the manner in which
the same shall be effected is not set forth in the restated articles of incorporation,
then a statement of the manner in which the same shall be effected. [1957 c.716
§41; 1963 c.492 §46; 1987 c.94 §86; 1995 c.195 §33]
CONVERSIONS AND MERGERS
62.605 Definitions for ORS 62.605 to
62.623. As used in this section and ORS 62.607
to 62.623:
(1)
“Business entity” means:
(a)
Any of the following for-profit entities:
(A)
A professional corporation organized under ORS chapter 58, predecessor law or
comparable law of another jurisdiction;
(B)
A corporation organized under ORS chapter 60, predecessor law or comparable law
of another jurisdiction;
(C)
A limited liability company organized under ORS chapter 63 or comparable law of
another jurisdiction;
(D)
A partnership organized in Oregon after January 1, 1998, or that is registered
as a limited liability partnership, or that has elected to be governed by ORS
chapter 67, and a partnership governed by law of another jurisdiction that
expressly provides for conversions and mergers; and
(E)
A limited partnership organized under ORS chapter 70, predecessor law or
comparable law of another jurisdiction; and
(b)
A cooperative organized under this chapter, predecessor law or comparable law
of another jurisdiction.
(2)
“Organizational document” means the following for an Oregon business entity or,
for a foreign business entity, a document equivalent to the following:
(a)
In the case of a corporation, professional corporation or cooperative, articles
of incorporation;
(b)
In the case of a limited liability company, articles of organization;
(c)
In the case of a partnership, a partnership agreement and, for a limited
liability partnership, its registration; and
(d)
In the case of a limited partnership, a certificate of limited partnership.
(3)
“Owner” means a:
(a)
Shareholder of a corporation or of a professional corporation;
(b)
Member or shareholder of a cooperative;
(c)
Member of a limited liability company;
(d)
Partner of a partnership; and
(e)
General partner or limited partner of a limited partnership. [1957 c.716 §42;
1995 c.195 §38; 1999 c.362 §18; 2003 c.80 §17b]
62.607 Conversion.
(1)(a) A business entity may be converted to a cooperative organized under this
chapter.
(b)
A cooperative organized under this chapter may be converted to another business
entity organized under the laws of this state if the statutes that govern the
other business entity permit the conversion.
(c)
A business entity may perform a conversion described in paragraph (a) or (b) of
this subsection by approving a plan of conversion and filing articles of conversion.
(2)
A cooperative organized under this chapter may be converted to a business
entity organized under the laws of another jurisdiction if:
(a)
The laws of the other jurisdiction permit the conversion;
(b)
The converting cooperative approves a plan of conversion;
(c)
Articles of conversion are filed in this state;
(d)(A)
The converted business entity submits an application for filing to the
Secretary of State to transact business as a foreign business entity of the
type into which the business entity converted unless the converted business
entity does not intend to continue to transact business in this state; and
(B)
The converted business entity meets all other requirements the laws of this
state prescribe for authorization to transact business as a foreign business
entity of the type into which the business entity converted; and
(e)
The cooperative complies with all requirements that the laws of the other
jurisdiction impose with respect to the conversion.
(3)
The plan of conversion must set forth:
(a)
The name and type of the business entity prior to conversion;
(b)
The name and type of the business entity after conversion;
(c)
A summary of the material terms and conditions of the conversion;
(d)
The manner and basis of converting the ownership interests of each owner into
ownership interests or obligations of the surviving business entity or any
other business entity, or into cash or other property in whole or in part; and
(e)
Any additional information that the statutes that govern converted business
entities of the type into which the business entity converted require in the
organizational document of the converted business entity.
(4)
The plan of conversion may set forth other provisions relating to the
conversion. [1999 c.362 §20; 2001 c.315 §14; 2003 c.80 §18; 2011 c.147 §7]
62.609 Action on plan of conversion.
(1) A plan of conversion shall be approved by the business entity as follows:
(a)
In the case of a cooperative, in the manner provided in ORS 62.619 (1)(a) for
mergers; and
(b)
In the case of a business entity other than a cooperative, as provided by the
statutes governing that business entity.
(2)
After a conversion is approved, and at any time before articles of conversion
are filed, the planned conversion may be abandoned, subject to any contractual
rights:
(a)
By a cooperative, without further action by the members or shareholders, in
accordance with the procedure set forth in the plan of conversion or, if none
is set forth, in the manner determined by the board of directors.
(b)
By another business entity that planned to convert to a cooperative, in
accordance with the procedure set forth in the plan of conversion or, if none
is set forth, in the manner permitted by the statutes governing that business
entity. [1999 c.362 §21]
62.610 [1957
c.716 §43; 1963 c.156 §3; 1995 c.195 §39; repealed by 1999 c.362 §67]
62.611 Articles of conversion.
(1) After conversion is approved by the owners, the converting business entity
shall file articles of conversion, which shall state the name and type of
business entity prior to conversion and the name and type of business entity
after conversion, and shall include the plan of conversion.
(2)
The conversion takes effect at the later of the date and time determined
pursuant to ORS 62.035 or the date and time determined pursuant to the statutes
governing the business entity that is not a cooperative. [1999 c.362 §22; 2001
c.315 §8]
62.613 Effect of conversion; entity
existence continues. (1) When a conversion to or from
a cooperative pursuant to ORS 62.607 takes effect:
(a)
The business entity continues its existence despite the conversion;
(b)
Title to all real estate and other property owned by the converting business
entity is vested in the converted business entity without reversion or
impairment;
(c)
All obligations of the converting business entity including, without
limitation, contractual, tort, statutory and administrative obligations are
obligations of the converted business entity;
(d)
An action or proceeding pending against the converting business entity or its
owners may be continued as if the conversion had not occurred, or the converted
business entity may be substituted as a party to the action or proceeding;
(e)
The ownership interests of each owner that are to be converted into ownership
interests or obligations of the converted business entity or any other business
entity, or into cash or other property, are converted as provided in the plan
of conversion;
(f)
Liability of an owner for obligations of the business entity shall be
determined:
(A)
As to liabilities incurred by the business entity prior to conversion,
according to the status of the owner prior to conversion; and
(B)
As to liabilities incurred by the business entity after conversion, according
to the status of the owner after conversion, except as provided in paragraph
(g) of this subsection;
(g)
If prior to conversion an owner of a business entity was a partner of a
partnership or general partner of a limited partnership and was personally
liable for the business entity’s liabilities, and after conversion is an owner
normally protected from personal liability, then such owner shall continue to
be personally liable for the business entity’s liabilities incurred during the
12 months following conversion, if the other party or parties to the
transaction reasonably believed that the owner would be personally liable and
had not received notice of the conversion; and
(h)
Unless the converted business entity is a partnership, the registration of an
assumed business name of a business entity under ORS chapter 648 shall continue
as the assumed business name of the converted business entity. If the converted
business entity is a partnership, the converting business entity shall amend or
cancel the registration of the assumed business name under ORS chapter 648, and
the partners of the partnership shall register the name as an assumed business
name under ORS chapter 648.
(2)
Owners of the business entity that converted are entitled to the rights
provided in the plan of conversion and, in the case of business entities other
than cooperatives, to the rights provided in the statutes applicable to the
business entity prior to conversion, including, without limitation, any rights
to dissent, to dissociate, to withdraw, to recover for breach of any duty or
obligation owed by the other owners, and to obtain an appraisal or payment for
the value of an owner’s interest. [1999 c.362 §23; 2001 c.315 §3]
62.615 [1957
c.716 §44; 1963 c.156 §4; 1981 c.633 §64; 1985 c.728 §70; 1987 c.94 §87; 1995
c.195 §40; 1999 c.362 §26; renumbered 62.621 in 1999]
62.617 Merger; plan of merger.
(1) One or more business entities may merge into a cooperative organized under
this chapter if the merger is permitted by the statutes governing each other
business entity that is a party to the merger, a plan of merger is approved by
each business entity that is a party to the merger and articles of merger are
filed. A cooperative organized under this chapter may be merged into a business
entity organized under the laws of this state or under the laws of another
jurisdiction if:
(a)
The merger is permitted by the laws of this state or by the laws of the other
jurisdiction that govern the other business entity;
(b)
A plan of merger is approved by each business entity that is a party to the
merger;
(c)
Articles of merger are filed in this state; and
(d)
The cooperative complies with all requirements imposed under the laws of this
state and, if applicable, the laws of the other jurisdiction with respect to
the merger.
(2)
The plan of merger shall set forth:
(a)
The name and type of each business entity planning to merge;
(b)
The name and type of the business entity that will survive;
(c)
A summary of the material terms and conditions of the merger;
(d)
The manner and basis of converting the shares or other ownership interests of
each owner into shares, ownership interests or obligations of the surviving
business entity or any other business entity, or into cash or other property in
whole or in part; and
(e)
If any party is a business entity other than a cooperative, any additional
information required for a merger by the statutes governing that type of
business entity.
(3)
The plan of merger may set forth:
(a)
Amendments to the articles of incorporation of a cooperative, if the
cooperative is the surviving business entity; and
(b)
Other provisions relating to the merger. [1999 c.362 §24; 2001 c.315 §15; 2003
c.80 §19]
62.619 Action on plan of merger.
(1) A plan of merger shall be approved by each business entity that is a party
to the merger, as follows:
(a)
In the case of a cooperative, the board shall by resolution approve the plan
and direct that the plan be submitted to a vote at an annual or a special
meeting of members. Written notice shall be given to each member in the manner
provided in this chapter for meetings of members, and approval of the plan
shall be by affirmative vote of a majority of the member votes cast thereon.
The articles may permit shareholders to vote on approval of the plan, and may
fix the proportion of shareholder votes required for approval. If the articles
permit shareholders to vote on such a plan, written notice shall be given to
each shareholder entitled to vote thereon in the manner and at the time provided
for notice to members.
(b)
In the case of a business entity other than a cooperative, as provided by the
statutes governing that business entity.
(2)
After a merger is authorized, and at any time before articles of merger are
filed, the planned merger may be abandoned, subject to any contractual rights:
(a)
By the cooperative, without further action by the members or shareholders, in
accordance with the procedure set forth in the plan of merger or, if none is
set forth, in the manner determined by the board of directors.
(b)
By a party to the merger that is not a cooperative, in accordance with the
procedure set forth in the plan of merger or, if none is set forth, in the
manner permitted by the statutes governing that business entity. [1999 c.362 §25]
62.620 [1957
c.716 §45; 1995 c.195 §41; 1999 c.362 §27; renumbered 62.623 in 1999]
62.621 Articles of merger.
(1) After a plan of merger is approved by each business entity that is a party
to the merger, the surviving business entity shall deliver to the office of the
Secretary of State, for filing, articles of merger setting forth:
(a)
The plan of merger;
(b)
The date of approval of the plan;
(c)
A statement that the plan of merger was duly authorized and approved by each
business entity that is a party to the merger in accordance with ORS 62.619;
(d)
As to each cooperative, the numbers of member votes cast for and against the
plan; and
(e)
As to each cooperative, if shareholders are authorized to vote on the plan, the
number of shareholder votes entitled to be voted on the plan, the number of
such shareholder votes cast for and against the plan and the number of such
votes required by the articles for approval thereof.
(2)
The merger takes effect on the later of the date and time determined pursuant
to ORS 62.035 or the date and time determined pursuant to the statutes
governing any party to the merger that is a business entity other than a
cooperative. [Formerly 62.615]
62.623 Effect of merger.
(1) When a merger involving a cooperative takes effect:
(a)
Every other business entity that is a party to the merger merges into the
surviving business entity, and the separate existence of every other party
ceases;
(b)
Title to all real estate and other property owned by each of the business
entities that were parties to the merger is vested in the surviving business
entity without reversion or impairment;
(c)
All obligations of each of the business entities that were parties to the
merger, including, without limitation, contractual, tort, statutory and
administrative obligations, are obligations of the surviving business entity;
(d)
An action or proceeding pending against each of the business entities that were
parties to the merger may be continued as if the merger had not occurred, or
the surviving business entity may be substituted as a party to the action or
proceeding;
(e)
If a cooperative is the surviving business entity, its articles of
incorporation are amended to the extent provided in the plan of merger;
(f)
The shares or other ownership interests of each shareholder or other owner that
are to be converted into shares or other ownership interests or obligations of
the surviving business entity or any other business entity, or into cash or
other property, are converted as provided in the plan of merger;
(g)
Liability of an owner for obligations of a business entity that is a party to
the merger shall be determined:
(A)
As to obligations incurred by the business entity prior to merger, according to
the status of the owner prior to merger; and
(B)
As to obligations incurred by the business entity after merger, according to
the status of the owner after merger, except as provided in paragraph (h) of
this subsection;
(h)
If prior to merger an owner of a business entity was a partner of a partnership
or general partner of a limited partnership and was personally liable for the
business entity’s obligations, and after merger is an owner normally protected
from personal liability, then such owner shall continue to be personally liable
for the business entity’s obligations incurred during the 12 months following
merger, if the other party or parties to the transaction reasonably believed
that the owner would be personally liable and had not received notice of the
merger; and
(i) The registration of an assumed business name of a
business entity under ORS chapter 648 shall continue as the assumed business
name of the surviving business entity.
(2)
Owners of the business entities that merged are entitled to the rights provided
in the plan of merger and, in the case of owners of business entities other
than cooperatives, the rights provided in the statutes applicable to that
business entity, including, without limitation, any rights to dissent, to
dissociate, to withdraw, to recover for breach of any duty or obligation owed
by the other owners, and to obtain an appraisal or payment for the value of an
owner’s interest. [Formerly 62.620]
62.625 [1957
c.716 §46; 1987 c.94 §88; 1995 c.195 §42; repealed by 1999 c.362 §67]
62.635 [1957
c.716 §47; 1983 c.95 §1; 1987 c.94 §89; repealed by 1999 c.362 §67]
DISSOLUTION
62.655 Voluntary dissolution by act of
cooperative. A cooperative may be dissolved by the
act of the cooperative, when authorized in the following manner:
(1)
The board shall adopt a resolution directing that the question of dissolution
be submitted to a vote at a meeting of members, which may be either an annual
or a special meeting.
(2)
Written or printed notice shall be given to each member in the manner provided
in ORS 62.255 for the giving of notice of meetings of members, and whether the
meeting be an annual or special meeting, shall state that the purpose, or one
of the purposes, of the meeting is to consider the advisability of dissolving
the cooperative.
(3)
At the meeting a vote of members shall be taken on a resolution to dissolve the
cooperative. Adoption of the resolution shall be by affirmative vote of
two-thirds of the member votes cast on that resolution. The articles may permit
shareholders to vote on such a resolution for dissolution, and may fix the
proportion of authorized shareholder votes required for adoption thereof. [1957
c.716 §49; 1965 c.631 §20]
62.660 [1957
c.716 §50; repealed by 1965 c.631 §27]
62.665 Procedure for dissolution.
After the adoption of a resolution to dissolve by the members and, if
appropriate, the shareholders:
(1)
The cooperative shall proceed to collect its assets, convey and dispose of such
of its properties as are not to be distributed in kind to its members or
shareholders, pay, satisfy and discharge its liabilities and obligations and do
all other acts required to liquidate its business and affairs, and, after
paying or adequately providing for the payment of all its obligations,
distribute the remainder of its assets either in cash or in kind, among the
persons entitled to the same by law, the articles and the bylaws.
(2)
The cooperative, at any time during the liquidation of its business and
affairs, may make application to a court of competent jurisdiction within the
state and judicial subdivision in which the registered office or principal
place of business of the cooperative is situated, to have the liquidation
continued under the supervision of the court as provided in this chapter. [1957
c.716 §51; 1965 c.631 §21]
62.670 Revocation of voluntary
dissolution. A cooperative, at any time prior to the
time the Secretary of State has filed the articles of dissolution, may revoke
voluntary dissolution proceedings theretofore taken, by adoption of a
resolution of revocation in the same manner and by the same required vote of
members and shareholders as are required by this chapter for adoption of a
resolution to dissolve. [1957 c.716 §52; 1965 c.631 §22; 1985 c.728 §71]
62.675 Effect of revocation of voluntary
dissolution proceedings. Upon the revocation of voluntary
dissolution proceedings the cooperative may again carry on its business. [1957
c.716 §53; 1965 c.631 §23]
62.680 Articles of dissolution.
(1) If voluntary dissolution proceedings have not been revoked, articles of
dissolution may be filed when all debts, liabilities and obligations of the
cooperative have been paid and discharged or adequate provision has been made therefor, or all of the assets of the cooperative have been
distributed to its creditors for application to the outstanding debts,
obligations and liabilities of the cooperative to the fullest extent possible,
and all of the remaining property and assets of the cooperative, if any, have
been distributed to the persons entitled thereto. Articles of dissolution shall
set forth:
(a)
The name of the cooperative.
(b)
The date dissolution was authorized.
(c)
The number of member votes for and against the resolution.
(d)
If shareholders were authorized to vote on the resolution, the total number of
authorized shareholder votes, the numbers of such votes cast for and against
the resolution and the number of such votes required by the articles for
adoption thereof.
(2)
A cooperative is dissolved upon the effective date of its articles of
dissolution. [1957 c.716 §54; 1965 c.631 §24; 1981 c.633 §65; 1985 c.728 §72;
1987 c.94 §90; 1995 c.195 §34]
62.685 Effect of filing articles of
dissolution. When the Secretary of State has filed
the articles of dissolution, the existence of the cooperative ceases, except
for the purpose of suits, other proceedings and appropriate corporate action,
including adopting a plan of merger, by members, shareholders, directors and
officers as provided in this chapter. [1957 c.716 §55; 1981 c.633 §66; 1985
c.728 §73; 1987 c.94 §91; 2011 c.147 §8]
62.690 Administrative dissolution.
The provisions of ORS 60.647 to 60.657, relating to dissolution by the
Secretary of State, apply to cooperatives. [1957 c.716 §56; 1987 c.94 §92]
62.695 Jurisdiction of court to dissolve
cooperative and liquidate assets and business of cooperative.
(1) In addition to any other instances in which the law provides such power, a
circuit court has full power to dissolve a cooperative and liquidate the assets
and business thereof:
(a)
In an action by a member or shareholder when it is established that:
(A)
The members are deadlocked in voting power, and have failed, for a period which
includes at least two consecutive annual meeting dates, to elect successors to
directors whose terms have expired or would have expired upon the election of
their successors; or
(B)
The corporate assets are being misapplied or wasted.
(b)
In an action by a creditor:
(A)
When the claim of the creditor has been reduced to judgment and an execution
thereon returned unsatisfied and it is established that the cooperative is
insolvent; or
(B)
When the cooperative has admitted in writing that the claim of the creditor is
due and owing and it is established that the cooperative is insolvent.
(c)
Upon application by a cooperative which has commenced voluntary dissolution
proceedings as provided in this chapter, to have its liquidation continued
under the supervision of the court.
(d)
When an action has been filed by the Attorney General to dissolve a cooperative
and it is established that liquidation of its business and affairs should
precede the entry of a judgment of dissolution.
(2)
Venue for a proceeding by the Attorney General to dissolve a corporation lies
in Marion County. Venue for a proceeding brought by any other party named in
this section lies in the county where a corporation’s principal office is
located or, if the principal office is not in this state, where its registered
office is or was last located.
(3)
It is not necessary to make members or shareholders parties to any action or
proceeding under this section unless relief is sought against them personally.
(4)
A court in a proceeding brought to dissolve a cooperative may issue
injunctions, appoint a receiver or custodian pendente
lite with all powers and duties the court directs, take
other action required to preserve the assets of the cooperative wherever
located and carry on the business of the cooperative until a full hearing can
be held. [1957 c.716 §57; 1965 c.631 §25; 1987 c.94 §93; 2003 c.576 §325]
62.700 [1957
c.716 §58; 1987 c.94 §94; repealed by 1995 c.195 §46]
62.702 Procedure for dissolution of
cooperative by court. (1) A court in a judicial
proceeding brought to dissolve a cooperative may appoint one or more receivers
to wind up and liquidate the business and affairs of the cooperative or one or
more custodians to manage the business and affairs of the cooperative. The
court shall hold a hearing, after notifying all parties to the proceeding and
any interested persons designated by the court, before appointing a receiver or
custodian. The court appointing a receiver or custodian has exclusive
jurisdiction over the cooperative and all its property wherever located.
(2)
The court may appoint an individual or a domestic or foreign corporation,
authorized to transact business in this state, as a receiver or custodian. The
court may require the receiver or custodian to post bond, with or without
sureties, in an amount the court directs.
(3)
The court shall describe the powers and duties of the receiver or custodian in
its appointing order, which may be amended periodically. Among other powers:
(a)
The receiver may dispose of all or any part of the assets of the cooperative
wherever located, at a public or private sale, if authorized by the court and
may sue and defend in the receiver’s own name as receiver of the cooperative in
all courts of this state.
(b)
The custodian may exercise all of the powers of the cooperative, through or in
place of its board of directors or, creditors and any holders of other equity
interest in the cooperative officers, to the extent necessary to manage the
affairs of the cooperative in the best interests of its members, shareholders,
creditors and any holders of other equity interest in the cooperative.
(4)
The court during a receivership may redesignate the
receiver a custodian, and during a custodianship may redesignate
the custodian a receiver, if doing so is in the best interests of the
cooperative, its members, shareholders, creditors and any holders of other
equity interest in the cooperative.
(5)
The court periodically during the receivership or custodianship may order
compensation paid and expense disbursements or reimbursements made to the
receiver or custodian and the receiver’s or custodian’s counsel from the assets
of the cooperative or proceeds from the sale of the assets. [1995 c.195 §26]
62.704 Judgment of dissolution issued by
court. (1) If after a hearing the court
determines that one or more grounds for judicial dissolution described in ORS
62.695 exist, it may enter a judgment dissolving the cooperative and specifying
the effective date of the dissolution. The clerk of the court shall deliver a
certified copy of the judgment to the office for filing. The Secretary of State
shall file the certified copy of the judgment.
(2)
After entering the judgment of dissolution, the court shall direct the winding
up and liquidation of the cooperative’s business and affairs in accordance with
ORS 62.708 and the notification of claimants in accordance with ORS 62.712 and
62.714. [1995 c.195 §27; 2003 c.576 §326]
62.705 [1957
c.716 §59; repealed by 1974 c.2 §5]
62.708 Effect of dissolution.
(1) A dissolved cooperative continues its corporate existence but may not carry
on any business except that appropriate to wind up and liquidate its business
and affairs, including:
(a)
Collecting its assets;
(b)
Disposing of its properties that will not be distributed in kind to its members
or shareholders;
(c)
Discharging or making provision for discharging its liabilities;
(d)
Distributing its remaining property among its members or shareholders according
to their interests; and
(e)
Doing every other act necessary to wind up and liquidate its business and
affairs.
(2)
Dissolution of a cooperative does not:
(a)
Transfer title to the cooperative’s property;
(b)
Prevent transfer of its shares, indebtedness or other equity interest, although
the authorization to dissolve may provide for closing the cooperative’s share
transfer records;
(c)
Subject its directors or officers to standards of conduct different from those
prescribed in this chapter;
(d)
Change quorum or voting requirements for the board of directors, members or
shareholders, change provisions for selection, resignation or removal of its
directors or officers or both or change provisions for amending its bylaws;
(e)
Prevent commencement of a proceeding by or against the cooperative in its
corporate name;
(f)
Abate or suspend a proceeding pending by or against the cooperative on the
effective date of dissolution; or
(g)
Terminate the authority of the registered agent of the cooperative. [1995 c.195
§28]
62.710 [1957
c.716 §60; 1987 c.94 §95; 1991 c.883 §17; repealed by 1995 c.195 §46]
62.712 Disposition of known claims against
dissolved cooperative. (1) A dissolved cooperative may
dispose of the known claims against it by following the procedure described in
this section.
(2)
The dissolved cooperative shall notify its known claimants in writing of the
dissolution at any time after its effective date. The written notice must:
(a)
Describe information that must be included in a claim;
(b)
Provide a mailing address where a claim may be sent;
(c)
State the deadline, which may not be fewer than 120 days from the effective
date of the written notice, by which the dissolved cooperative must receive the
claim; and
(d)
State that the claim will be barred if not received by the deadline.
(3)
A claim against the dissolved cooperative is barred:
(a)
If a claimant who was given written notice under subsection (2) of this section
does not deliver the claim to the dissolved cooperative by the deadline; or
(b)
If a claimant whose claim was rejected by the dissolved cooperative does not
commence a proceeding to enforce the claim within 90 days from the effective
date of the rejection notice.
(4)
For purposes of this section, “claim” does not include a contingent liability
or a claim based on an event occurring after the effective date of dissolution.
[1995 c.195 §29]
62.714 Notice of dissolution; presentation
of claims against cooperative. (1) A
dissolved cooperative may also publish notice of its dissolution and request
that persons with claims against the cooperative present them in accordance
with the notice.
(2)
The notice must:
(a)
Be published one time in a newspaper of general circulation in the county where
the dissolved cooperative’s principal office is located, or if the principal
office is not in this state, where its registered office is or was last
located;
(b)
Describe the information that must be included in a claim and provide a mailing
address where the claim may be sent; and
(c)
State that a claim against the cooperative will be barred unless a proceeding
to enforce the claim is commenced within five years after the publication of
the notice.
(3)
If the dissolved cooperative publishes a newspaper notice in accordance with
subsection (2) of this section, the claim of each of the following claimants is
barred unless the claimant commences a proceeding to enforce the claim against
the dissolved cooperative within five years after the publication date of the
newspaper notice:
(a)
A claimant who did not receive written notice under ORS 62.712;
(b)
A claimant whose claim was sent in a timely manner to the dissolved cooperative
but not acted on; or
(c)
A claimant whose claim is contingent or based on an event occurring after the
effective date of dissolution. [1995 c.195 §30]
62.720 Presumption of abandonment;
procedure for agriculture cooperatives and others.
(1) All intangible personal property distributable in the course of a voluntary
or involuntary dissolution of a cooperative that is unclaimed by the owner
within two years after the date for final distribution is presumed abandoned.
Such property shall be subject to the provisions of ORS 98.302 to 98.436 and
98.992, except that with respect to agricultural cooperatives, the report of
unclaimed property shall be filed with the Department of State Lands as set
forth in ORS 98.352. A copy of the report shall also be filed with the State
Board of Higher Education.
(2)
All unclaimed property specified in the report required by ORS 98.352 shall be
delivered within the time specified in ORS 98.362 to the Department of State
Lands which shall assume custody and shall be responsible for the safekeeping
thereof. The department shall reconcile the report to the delivered funds,
deduct the costs as provided for in subsection (3) of this section, and forward
the funds to the State Board of Higher Education within 14 working days of
receipt of the funds. Any person who pays or delivers unclaimed property to the
Department of State Lands under this section is relieved of all liability to
the extent of the value of the property so paid or delivered for any claim
which then exists or which thereafter may arise or be made in respect to the
property.
(3)
All funds received under this section shall be used for the benefit of Oregon
State University in such programs related to agricultural research as the
university may determine except for:
(a)
The payment of claims which may be made pursuant to this section; and
(b)
The payment of expenses of mailing and publication in connection with any
unclaimed property, reasonable service charges and expenses of the Department
of State Lands in connection with claims made pursuant to ORS 98.392 to 98.402.
(4)
The provisions of ORS 98.392 to 98.402 are applicable to claims against
unclaimed property delivered to the State Board of Higher Education pursuant to
this section. The State Board of Higher Education shall pay such claims from
funds delivered to it pursuant to this section within 30 days of receipt of a
verified copy of a finding and decision of the Department of State Lands made
pursuant to ORS 98.396 or a certified copy of a judgment made pursuant to ORS
98.402.
(5)
As used in this section, an agricultural cooperative is any cooperative in
which farmers act together in producing, processing, preparing for market,
handling or marketing the agricultural products of such farmers, and any
cooperative in which farmers act together in purchasing, testing, grading,
processing, distributing and furnishing farm supplies or farm business
services.
(6)
The provisions of this section are applicable with respect to the voluntary or
involuntary dissolution of any cooperative, which dissolution commenced on or
after January 1, 1970. [1974 c.2 §§1,2,3; 1985 c.565 §7; 1987 c.94 §127; 1993
c.694 §35; 1995 c.79 §16]
Note: 62.720
was enacted into law by the Legislative Assembly, but was not added to or made
a part of ORS chapter 62 or any series therein by legislative action. See
Preface to Oregon Revised Statutes for further explanation.
FOREIGN COOPERATIVES
62.755 Admission of foreign cooperatives.
A foreign cooperative which has a member or members residing in this state, and
which distributes its proceeds and savings according to either this chapter or
the law of the state where incorporated, is entitled to all rights, exemptions
and privileges of a cooperative organized under this chapter, if it is
authorized to do business in this state under ORS chapter 60. A foreign
cooperative may be authorized under ORS chapter 60 to transact business in this
state whether or not formed for profit and whether or not formed with stock. [1957
c.716 §61; 1987 c.94 §96]
62.760 Registration of name of foreign
cooperative. Any foreign cooperative may register
its corporate name under ORS 60.101. [1957 c.716 §70; 1987 c.94 §97]
EMPLOYEE COOPERATIVES
62.765 Definitions for ORS 62.765 to
62.792. As used in ORS 62.765 to 62.792, unless
the context requires otherwise:
(1)
“Employee cooperative” means a corporation which has elected to be governed by
the provisions of ORS 62.765 to 62.792.
(2)
“Member” means a natural person who has been accepted for membership in, and
owns a membership share issued by an employee cooperative. [1987 c.677 §12]
62.768 Election to be governed as employee
cooperative; corporate name. (1) Any
corporation organized under this chapter may elect to be governed as an
employee cooperative under the provisions of ORS 62.765 to 62.792, by so
stating in its articles of incorporation or amendments thereto filed in
accordance with this chapter.
(2)
A corporation so electing shall be governed by all provisions of this chapter,
except as otherwise provided in ORS 62.765 to 62.792.
(3)
An employee cooperative may include the word “cooperative” or “co-op” in its
corporate name. [1987 c.677 §§13,15]
62.771 Revocation of election to be
governed as employee cooperative. An employee
cooperative may revoke its election under ORS 62.765 to 62.792 by a vote of
two-thirds of the members and through amendment to its articles of
incorporation filed in accordance with this chapter. [1987 c.677 §14]
62.774 Qualifications of members;
membership shares; rights of members. (1) The
articles of incorporation or the bylaws shall establish qualifications and the
method of acceptance and termination of members. No person may be accepted as a
member unless employed by the employee cooperative on a full-time or part-time
basis.
(2)
An employee cooperative shall issue a class of voting shares designated as
membership shares. Each member shall own only one such membership share and
only members may own such shares.
(3)
Membership shares shall be issued for a fee as shall be determined from time to
time by the directors. The redemption price of membership shares is determined
by reference to internal capital accounts as described in ORS 62.783.
(4)
Members of an employee cooperative shall have all the rights and
responsibilities of shareholders of a corporation organized under this chapter,
except as otherwise provided in ORS 62.765 to 62.792. [1987 c.677 §16; 1989
c.171 §8]
62.777 Membership powers.
(1) No capital shares other than membership shares shall be given voting power
in an employee cooperative, except as otherwise provided in ORS 62.765 to
62.792 or in the articles of incorporation.
(2)
The power to amend or repeal bylaws of an employee cooperative shall be in the
members only, except to the extent that directors are authorized to amend or
repeal the bylaws.
(3)
Voting on amendments to the articles of incorporation of an employee
cooperative shall be limited to the members, except that amendments adversely
affecting the rights of shareholders may not be adopted without the vote of
such shareholders. [1987 c.677 §17]
62.780 Apportionment of net earnings or
losses. (1)(a) The net earnings or losses of an
employee cooperative shall be apportioned and distributed at such times and in
such manner as the articles of incorporation or bylaws shall specify. Net
earnings declared as patronage allocations with respect to a period of time,
and paid or credited to members, shall be apportioned among the members in
accordance with the ratio which each member’s patronage during the period
involved bears to total patronage by all members during that period.
(b)
As used in this subsection, “patronage” means the amount of work performed as a
member of an employee cooperative, measured in accordance with the articles of
incorporation and bylaws.
(2)
The apportionment, distribution and payment of net earnings required by
subsection (1) of this section may be in cash, credits, written notices of
allocation or capital shares issued by the employee cooperative. [1987 c.677 §18]
62.783 Internal capital accounts;
redemption of shares; collective reserve account.
(1)(a) Any employee cooperative may establish through its articles of
incorporation or bylaws a system of internal capital accounts, to reflect the
book value and to determine the redemption price of membership shares, capital
shares and written notices of allocation.
(b)
As used in this subsection, “written notice of allocation” means a written
instrument which discloses to a member the stated dollar amount of such member’s
patronage allocation and the terms for payment of that amount by the employee
cooperative.
(2)
The articles of incorporation or bylaws of an employee cooperative may permit
the periodic redemption of written notices of allocation and capital shares,
and must provide for recall and redemption of the membership share upon
termination of membership in the cooperative. No redemption shall be made if
such redemption would result in the liability of any director or officer of the
employee cooperative.
(3)
The articles of incorporation or bylaws may provide for the employee cooperative
to pay or credit interest on the balance in each member’s internal capital
account.
(4)
The articles of incorporation or bylaws may authorize assignment of a portion
of retained net earnings and net losses to a collective reserve account. Earnings
assigned to the collective reserve account may be used for any and all
corporate purposes as determined by the board of directors. [1987 c.677 §19]
62.786 Internal capital account
cooperative. (1) An internal capital account
cooperative is an employee cooperative whose entire net book value is reflected
in internal capital accounts, one for each member, and a collective reserve
account, and in which no persons other than members own capital shares. In an
internal capital account cooperative, each member shall have one and only one
vote in any matter requiring voting by shareholders.
(2)
An internal capital account cooperative shall credit the paid-in membership fee
and additional paid-in capital of a member to the member’s internal capital
account, and shall also record the apportionment of retained net earnings or
net losses to the members in accordance with patronage by appropriately
crediting or debiting the internal capital accounts of members. The collective
reserve account in an internal capital account cooperative shall reflect any
paid-in capital, net losses and retained net earnings not allocated to
individual members.
(3)
In an internal capital account cooperative, the balances in all the individual
internal capital accounts and collective reserve account, if any, shall be
adjusted at the end of each accounting period so that the sum of the balances
is equal to the net book value of the employee cooperative. [1987 c.677 §20]
62.789 Procedure for revocation of election;
limits on merger. (1) When any employee
cooperative revokes its election in accordance with ORS 62.771, the amendment
to the articles of incorporation shall provide for conversion of membership
shares and internal capital accounts or their conversion to securities or other
property in a manner consistent with this chapter.
(2)
An employee cooperative which has not revoked its election under ORS 62.765 to
62.792 may not merge with another corporation other than an employee
cooperative. Two or more employee cooperatives may merge in accordance with
this chapter. [1987 c.677 §21; 1995 c.195 §43]
62.792 Short title.
ORS 62.765 to 62.792 shall be known and may be cited as the “Employee
Cooperative Corporations Act.” [1987 c.677 §11]
MANUFACTURED DWELLING PARK COOPERATIVES
62.800 Short title; purpose; resolution of
conflicts. (1) ORS 62.800 to 62.815 may be cited
as the Manufactured Dwelling Park Nonprofit Cooperative Corporation Act.
(2)
The purpose of ORS 62.800 to 62.815 is to recognize the cooperative form of
ownership by a nonprofit entity of an interest in real property consisting of a
manufactured dwelling park.
(3)
In the event of any conflict between ORS 62.800 to 62.815 and other provisions
of this chapter, ORS 62.800 to 62.815 control. [2007 c.607 §2]
62.803 Definitions for ORS 62.800 to
62.815. As used in ORS 62.800 to 62.815, unless
the context requires otherwise:
(1)
“Lienholder” means the holder of a manufactured
dwelling lien:
(a)
That is recorded in the deed records of the county in which the manufactured
dwelling is located;
(b)
That is perfected with the Department of Consumer and Business Services
pursuant to ORS 446.611; or
(c)
Of which a manufactured dwelling park nonprofit cooperative has actual
knowledge.
(2)
“Manufactured dwelling” has the meaning given that term in ORS 446.003.
(3)
“Manufactured dwelling park” has the meaning given that term in ORS 446.003.
(4)
“Manufactured dwelling park nonprofit cooperative” means a cooperative
corporation that:
(a)
Is organized to acquire or develop, and to own, an interest in one or more
manufactured dwelling parks that are primarily used for the siting
of manufactured dwellings owned and occupied by members of the cooperative;
(b)
Limits the use of all income and earnings to use by the cooperative and not for
the benefit or profit of any individual; and
(c)
Elects to be governed by ORS 62.800 to 62.815. [2007 c.607 §3; 2009 c.609 §4]
62.805 [1957
c.716 §62; 1963 c.492 §47; 1981 c.633 §67; 1985 c.351 §15; 1985 c.728 §74;
repealed by 1987 c.94 §174]
62.806 Election as nonprofit cooperative.
(1) A cooperative organized under this chapter may elect to become a
manufactured dwelling park nonprofit cooperative by stating that election in
the articles of incorporation.
(2)
A cooperative may not revoke an election made under subsection (1) of this
section. A manufactured dwelling park nonprofit cooperative may dissolve as
provided in this chapter. [2007 c.607 §4]
62.809 Requirements for membership in
cooperative; acceptance and entitlements of member; membership after sale of
dwelling. (1) A person may become a member of a
manufactured dwelling park nonprofit cooperative if the person:
(a)
Is a natural person;
(b)
Owns a manufactured dwelling that is, or is to be, located in a manufactured
dwelling park of the cooperative and occupied by the person;
(c)
Pays the membership fee required by the cooperative; and
(d)
Meets any additional membership qualifications established in the articles of
incorporation or bylaws of the cooperative.
(2)
A manufactured dwelling park nonprofit cooperative shall accept as a member any
person who meets the qualifications described in subsection (1) of this
section.
(3)
Membership in a manufactured dwelling park nonprofit cooperative entitles the
member to rent space for a manufactured dwelling in a manufactured dwelling
park of the cooperative and to occupy the manufactured dwelling.
(4)
The total number of memberships available for issuance by a manufactured
dwelling park nonprofit cooperative may not exceed the number of manufactured
dwelling spaces in the manufactured dwelling park of the cooperative. A
cooperative shall create or issue one membership for each manufactured dwelling
that is, or is to be, located in a manufactured dwelling park of the
cooperative and occupied by the dwelling owner. A person may not own more than
one membership in the same cooperative. A membership may not be issued to a
person unless the person meets the qualifications for membership described in
subsection (1) of this section.
(5)
A cooperative shall issue memberships for a fee determined by the directors of
the cooperative. The directors may periodically adjust the fee amount as
provided in the articles of incorporation or bylaws of the cooperative. Except
for periodic adjustments, the membership fee charged by the cooperative shall
be the same for all members.
(6)
A member may sell or redeem membership in the cooperative only to the
cooperative. A member may not sell or redeem membership to the cooperative for
more than the price the member paid for the membership.
(7)
Except as provided in this section, the articles of incorporation or bylaws of
the cooperative shall establish the methods for accepting and terminating
membership and for the sale or redemption of a membership.
(8)(a)
A member may sell to another person the member’s manufactured dwelling located
in the manufactured dwelling park of a cooperative. The member selling the
manufactured dwelling must arrange to sell or redeem the membership to the
cooperative as described in subsection (6) of this section.
(b)
A person that buys a manufactured dwelling located in the park of a cooperative
from any person may apply to become a member of the cooperative. If a member of
the cooperative transfers title to a manufactured dwelling to a person other
than a lienholder, and no buyer of the manufactured
dwelling from the member or from another person becomes a member of the
cooperative within six months after the member transfers title, the owner of
the manufactured dwelling must remove the manufactured dwelling from the park
of the cooperative. If title to a manufactured dwelling located in the park of
a cooperative is transferred to a lienholder, and no
buyer of the manufactured dwelling from the lienholder
or from a person that acquired title from the lienholder
becomes a member of the cooperative within 12 months after title is transferred
to the lienholder, the owner of the manufactured
dwelling must remove the manufactured dwelling from the park of the
cooperative.
(c)
Notwithstanding ORS 446.626, if a manufactured dwelling located in a
manufactured dwelling park of a cooperative was recorded in the county deed
records before title to the manufactured dwelling was transferred from the
record owner of the manufactured dwelling, the county shall continue to list
the manufactured dwelling in the deed records until the earlier of:
(A)
Twelve months after title is transferred from the record owner to a person
other than a lienholder shown on the deed record for
the manufactured dwelling, unless the county is notified that a subsequent
buyer of the manufactured dwelling has become a member of the cooperative;
(B)
Twelve months after title is transferred to a lienholder
shown on the deed record for the manufactured dwelling, unless the county is notified
that a subsequent buyer of the manufactured dwelling has become a member of the
cooperative; or
(C)
Issuance of a trip permit under ORS 446.631 for moving the dwelling.
(9)
If a newly created manufactured dwelling park originates as a manufactured
dwelling park nonprofit cooperative, a manufactured dwelling owner must become
a member of the cooperative before residing in the park. [2007 c.607 §5; 2009
c.609 §5]
62.810 [1957
c.716 §64; 1965 c.631 §26; 1985 c.351 §16; repealed by 1987 c.94 §174]
62.811 Recordation of cooperative
documents. A manufactured dwelling park nonprofit
cooperative may record notices, restrictive covenants, leases, memoranda and
other documents relating to the cooperative in the deed records of the county
in which the manufactured dwelling park of the cooperative is located. [2009
c.609 §2]
62.812 Distribution of cooperative assets
upon dissolution. (1) As used in this section, “debts,
liabilities and obligations” includes, but is not limited to, the repurchase of
each membership in the cooperative for the amount that was charged by the
cooperative as a membership fee.
(2)
If a manufactured dwelling park nonprofit cooperative dissolves, after payment
or provision for all debts, liabilities and obligations of the cooperative, the
cooperative shall distribute the assets of the cooperative to:
(a)
Another manufactured dwelling park nonprofit cooperative;
(b)
An organization organized for a public or charitable purpose;
(c)
A religious corporation;
(d)
The United States;
(e)
This state;
(f)
A local government in this state;
(g)
A housing authority created under ORS 456.055 to 456.235; or
(h)
A person that is recognized as tax exempt under section 501(c)(3) of the
Internal Revenue Code. [2007 c.607 §6; 2009 c.609 §6]
62.813 Lienholder’s
rights; rights and obligations on transfer of title.
(1) If a lienholder provides a manufactured dwelling
park nonprofit cooperative with a written request for notification regarding a
manufactured dwelling on which the lienholder has a
lien, the cooperative shall provide the lienholder
with written notice of a termination of occupancy or membership if:
(a)
A member of the cooperative who is identified in the lienholder
request for notification terminates occupancy in the manufactured dwelling park
of the cooperative and the cooperative knows of the termination;
(b)
A member of the cooperative who is identified in the lienholder
request for notification terminates membership in the cooperative; or
(c)
The cooperative terminates, or gives notice of cause for terminating, the
occupancy or membership of a member of the cooperative who is identified in the
lienholder request for notification.
(2)
If a member or the cooperative terminates the member’s occupancy in the park or
membership in the cooperative, and the member fails to move or sell the
manufactured dwelling, a lienholder that has
foreclosed on the lien on the manufactured dwelling may:
(a)
Remove the manufactured dwelling from the park after satisfying any obligation
to the cooperative;
(b)
Subject to subsection (3) of this section, sell the manufactured dwelling; or
(c)
Require the cooperative to enter into a storage agreement that allows the lienholder to store the manufactured dwelling on the space
for up to 12 months if the lienholder pays the space
rent and reasonably maintains the manufactured dwelling and space.
(3)
The buyer of a manufactured dwelling sold by a lienholder
under subsection (2)(b) of this section takes possession of the manufactured
dwelling subject to ORS 62.809 (8) and any obligation to the cooperative.
During the term of a storage agreement described in subsection (2)(c) of this
section, the lienholder may remove or sell the
manufactured dwelling as provided in subsection (2)(a) or (b) of this section.
(4)
If the member of the cooperative terminated occupancy in the park without
terminating membership in the cooperative, an application for membership by the
buyer or moving of the manufactured dwelling shall act to transfer the
membership of the terminating owner to the cooperative. [2009 c.609 §3]
62.815 Prohibited actions.
(1) As used in this section, “business entity” has the meaning given that term
in ORS 62.605.
(2)
A manufactured dwelling park nonprofit cooperative may not:
(a)
Issue stock in the cooperative.
(b)
Apportion, distribute or pay net proceeds or savings to members.
(c)
Make payments in redemption or refund of capital credits or retains to an heir
of a member.
(d)
Merge with a business entity other than another manufactured dwelling park
nonprofit cooperative.
(e)
Convert to another type of business entity. [2007 c.607 §7; 2009 c.609 §7]
MISCELLANEOUS PROVISIONS
62.825 Powers of Secretary of State.
The Secretary of State has the power and authority reasonably necessary to
enable the Secretary of State to administer this chapter efficiently and to
perform the duties imposed upon the Secretary of State by this chapter. [1957
c.716 §65]
62.830 [1957
c.716 §66; repealed by 1987 c.94 §174]
62.835 [1957
c.716 §67; repealed by 1981 c.633 §83]
62.840 [1957
c.716 §68; 1983 c.717 §26a; repealed by 1987 c.94 §174]
62.845 [1957
c.716 §35; 2001 c.142 §2; 2003 c.487 §1; 2009 c.241 §3; renumbered 646.736 in
2011]
62.847 [2009
c.241 §2; renumbered 646.737 in 2011]
62.848 [2001
c.142 §4; 2005 c.290 §1; renumbered 646.738 in 2011]
62.849 [2003
c.487 §3; renumbered 646.739 in 2011]
62.850 Use of term “cooperative.”
(1) No person other than a cooperative incorporated under this chapter or a
previous Act of this state shall use the term “cooperative,” or any variation
thereof, as part of its corporate or other business name or title.
(2)
Any violation of this section may be enjoined upon suit by any cooperative,
without a showing of any damage to itself. [1957 c.716 §71; 1981 c.542 §12]
62.855 Application of chapter.
The provisions of this chapter apply to the fullest extent permitted by the
laws and Constitution of the United States and of the State of Oregon, to all
existing cooperative associations incorporated under any previously existing
Act of this state relating to incorporation of cooperative associations. [1957
c.716 §73]
62.860 Effect of amendment or repeal of
Oregon Cooperative Corporation Act. The Oregon
Cooperative Corporation Act may be amended, repealed or modified, but such
amendment, repeal or modification shall not affect any vested rights or take
away or impair any remedy for any liability which has been previously incurred.
[1957 c.716 §74]
62.865 Effect of repeal of prior statutes.
The repeal (by section 76, chapter 716, Oregon Laws 1957) of the sections
compiled in the 1953 part for ORS chapter 62 does not affect any right accrued
or established, or any liability or penalty incurred, under the provisions of
those sections prior to their repeal. [1957 c.716 §75]
62.870 Notice to members of agricultural
cooperative; date; contents; effect of failure to send notice.
An agricultural cooperative organized and operating under ORS chapter 62 must
send a notice to all members of the cooperative annually. The cooperative shall
send a member the notice in February or with the member’s contract. The notice
shall state that members may not file an agricultural produce lien under ORS
87.228 and 87.700 to 87.736 against the cooperative. Failure by a cooperative
to send the notice does not give a member lien rights against the cooperative. [2001
c.301 §4]
Note: 62.870
was enacted into law by the Legislative Assembly but was not added to or made a
part of ORS chapter 62 or any series therein by legislative action. See Preface
to Oregon Revised Statutes for further explanation.
62.990
[Repealed by 1957 c.716 §76]
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