US Laws, Codes, Statutes & Cases

Chapter 62 — Cooperatives

 

2007 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; amendment

 

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; issuance of stock

 

62.812       Distribution of cooperative assets upon dissolution

 

62.815       Prohibited actions

 

MISCELLANEOUS PROVISIONS

 

62.825       Powers of Secretary of State

 

62.845       Public policy; certain cooperative activities not unlawful restraint of trade

 

62.848       Antitrust immunity for negotiations governing price for sale of grass seed; supervision by Director of Agriculture; rules; fees

 

62.849       Antitrust immunity for negotiations governing season starting price for sale of Oregon seafood; supervision by Director of Agriculture; rules; fees

 

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 which is subject to the provisions of this chapter.

      (5) “Corporation” means a corporation which 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 the laws of a state other than this state.

      (11) “Foreign limited liability company” means an entity that is an unincorporated association organized under the laws of a state other than this state, under the laws of a federally recognized Indian tribe or under the laws of a foreign country and that is organized under a statute under which an association may be formed that affords to each of its members limited liability with respect to liabilities of the entity.

      (12) “Foreign nonprofit corporation” means a corporation not for profit organized under the laws of a state other than this state.

      (13) “Foreign professional corporation” means a professional corporation organized under the laws of a state other than 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, trusts, estates 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]

 

      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.