2007 Oregon Code - Chapter 711 :: Chapter 711 - Merger - Conversion - Share Exchange - Acquisition - Liquidation - Insolvency
Chapter 711 —
Merger; Conversion; Share Exchange; Acquisition;
Liquidation;
Insolvency
2007 EDITION
MERGER; CONVERSION; EXCHANGE; ACQUISITION
FINANCIAL INSTITUTIONS
MERGER; CONVERSION; SHARE EXCHANGE;
ACQUISITION
(Conversion)
711.065Â Â Â Â Conversion
of
711.070Â Â Â Â Conversion
of financial institution into
711.075Â Â Â Â Conversion
of
711.080Â Â Â Â Conversion
of financial institution into
711.085Â Â Â Â Approval
of conversion of Oregon bank by board or shareholders
711.090Â Â Â Â Conversion
of Oregon bank or
711.095Â Â Â Â Approval
of plan of conversion; fee
711.100Â Â Â Â Articles
of conversion; effective date of conversion
711.104Â Â Â Â Rights
of member of Oregon bank or
(Merger, Share Exchange and Acquisition)
711.125Â Â Â Â Merger
of
711.130Â Â Â Â Approval
of plan of merger or share exchange involving
711.135Â Â Â Â Action
by director on plan of merger or share exchange involving
711.140Â Â Â Â Approval
of merger or share exchange involving
711.145Â Â Â Â Effective
date of merger or share exchange involving
711.150Â Â Â Â Merger
of
711.155Â Â Â Â Approval
of merger involving
711.160Â Â Â Â Action
by director on plan of merger involving
711.165Â Â Â Â Effective
date of merger involving
711.170Â Â Â Â
711.175Â Â Â Â StockholderÂ’s
right to dissent to merger, share exchange, transfer of assets or liabilities
or conversion
711.180Â Â Â Â Rights
of stockholder dissenting to merger, share exchange, transfer of assets or
liabilities or conversion; demand required; notice and offer to pay for shares;
costs of appraisal of shares; when rights not applicable
711.185Â Â Â Â Stockholder
withdrawal of demand for payment for shares made under ORS 711.180
(General Provisions)
711.190Â Â Â Â Effect
of merger or conversion of Oregon bank; rights, powers, duties and liabilities
of resulting financial institution
711.195Â Â Â Â Merger,
conversion or acquisition of Oregon bank involving trust company
711.197Â Â Â Â Conditions
for resulting Oregon bank to conform with state law
711.199Â Â Â Â Valuation
of assets on books of resulting Oregon bank
VOLUNTARY LIQUIDATION; DISSOLUTION
711.215Â Â Â Â Voluntary
liquidation on approval of stockholders and director; costs of special
examination
711.217Â Â Â Â Transactions
exempt from ORS 711.220 to 711.235
711.220Â Â Â Â Notice
of voluntary liquidation; presentation of claims
711.225Â Â Â Â Report
and transfer of unclaimed deposits
711.230Â Â Â Â Claims;
time within which presented; extension of time
711.235Â Â Â Â Report
of liquidation to director; disposition of remaining assets
711.240Â Â Â Â Supervision
and control by director
711.250Â Â Â Â Engaging
in banking or trust business prohibited after liquidation, transfer of deposit
liabilities or ceasing to do business for one year; dissolution
INSOLVENCY; LIQUIDATION BY DIRECTOR
711.400Â Â Â Â Supervision
of liquidation by circuit court; called “supervising court”
711.405Â Â Â Â When
institution deemed insolvent; rules
711.410Â Â Â Â Transfer
of assets after commission of act of insolvency or in contemplation of
insolvency; exceptions
711.415Â Â Â Â Receiving
deposits in excess of insurance while insolvent
711.419Â Â Â Â Taking
possession of
711.430Â Â Â Â Placing
business in control of director; notice
711.435Â Â Â Â Resumption
of business of institution placed in control of director
711.440Â Â Â Â Receivers
and assignments for benefit of creditors; notice to and action by director
711.445Â Â Â Â Notice
of taking possession of institution; prohibition against liens subsequent to
insolvency
711.450Â Â Â Â Prohibition
against applying to enjoin director from continuing possession
711.465Â Â Â Â Transfer
of liquidation functions to Federal Deposit Insurance Corporation
711.470Â Â Â Â Subrogation
rights of Federal Deposit Insurance Corporation
711.475Â Â Â Â Inventory
of assets; filing notice of taking possession
711.480Â Â Â Â
711.485Â Â Â Â Borrowing
funds to pay closed institution expenditures
711.490Â Â Â Â Capital
stock requirements of institution purchasing assets and assuming liabilities of
insolvent institution
711.495Â Â Â Â Action
by director to collect balance due on stock or stock assessment
711.500Â Â Â Â Liability
of transferor of stock made in contemplation of insolvency; proceedings to
relieve stockholder of liability prohibited
711.505Â Â Â Â Liability
of fiduciary as stockholder; liability of estate and funds
711.510Â Â Â Â Deposit
of money collected under ORS 711.495; security for deposit
711.515    “Depositor”
defined; preferences among depositors
711.520Â Â Â Â Priority
of claimants against assets of
711.525Â Â Â Â Interest
on deposits after
711.530Â Â Â Â Notice
to creditors to present claims
711.535Â Â Â Â Verification
and filing of claims; demand for preference
711.540Â Â Â Â Approval
or rejection of claims
711.545Â Â Â Â Objection
to approval of claims
711.550Â Â Â Â Objection
to rejection of claims
711.554Â Â Â Â Procedure
for determination of claims
711.560Â Â Â Â Costs
and disbursements in claim proceedings
711.565Â Â Â Â Claims
presented after time expired
711.567Â Â Â Â Supervising
court to bar claims to facilitate closing
711.570Â Â Â Â Lists
of claims
711.572Â Â Â Â Liability
of directors for distributing assets without payment of known debts
711.575Â Â Â Â Dividends
to depositors
711.577Â Â Â Â Death
of depositor; payment of claim
711.580Â Â Â Â Safety
deposit boxes; removal of property
711.582Â Â Â Â Disposition
of contents of safety deposit boxes
711.585Â Â Â Â Selection
of agents to wind up affairs of institution; bond or letter of credit; duties
of agent
711.590Â Â Â Â Disposition
of unclaimed deposits; interest
711.595Â Â Â Â Destruction
of liquidation records in possession of director
711.600Â Â Â Â Liquidation
expenses
711.605Â Â Â Â Petitions
relating to insolvent institutions; ruling by director; court review
711.615Â Â Â Â Court
filing fees
711.620Â Â Â Â Suspending
or restricting payment of liabilities; duration
711.625Â Â Â Â Taking
possession of
711.630Â Â Â Â Pro
rata withdrawals by depositors
711.635Â Â Â Â Receiving
new deposits; segregation
711.640Â Â Â Â Termination
of suspension or restriction on payment of liabilities
711.645Â Â Â Â Notice
of termination of suspension or restriction on payment of liabilities
711.650Â Â Â Â Segregation
of deposits until termination notice has been given
711.655Â Â Â Â Use
of suspended deposits to pay indebtedness of depositor
711.660Â Â Â Â Assignment
or transfer of capital stock while payment of liabilities suspended or
restricted
711.665Â Â Â Â Suspension
or restriction of liability payment not evidence of insolvency
711.670Â Â Â Â Compliance
with ORS 711.620 to 711.670 as defense to depositorÂ’s action
PENALTIES
711.980Â Â Â Â Civil
penalties
     711.005 [Amended by 1973 c.797 §218; repealed by 1997 c.631 §567]
     711.010 [Amended by 1973 c.797 §219; repealed by
1997 c.631 §567]
     711.015 [Amended by 1973 c.797 §220; repealed by
1997 c.631 §567]
     711.017 [1993 c.229 §9; 1995 c.6 §3; repealed by
1997 c.631 §567]
     711.020 [Amended by 1973 c.797 §221; 1977 c.135 §24;
1981 c.192 §15; repealed by 1997 c.631 §567]
     711.022 [1973 c.797 §222; 1975 c.544 §29a; 1981
c.192 §16; repealed by 1997 c.631 §567]
     711.025 [Amended by 1973 c.797 §223; 1981 c.192 §17;
1987 c.197 §6; 1989 c.324 §53; repealed by 1997 c.631 §567]
     711.030 [Amended by 1973 c.797 §224; 1983 c.37 §21;
repealed by 1997 c.631 §567]
     711.032 [1973 c.797 §225; repealed by 1997 c.631 §567]
     711.035 [Amended by 1973 c.797 §226; repealed by
1997 c.631 §567]
     711.040 [Amended by 1973 c.797 §227; 1981 c.192 §18;
1997 c.631 §235; renumbered 711.190 in 1997]
     711.042 [1973 c.797 §228; 1983 c.296 §6; repealed by
1997 c.631 §567]
     711.045 [Amended by 1973 c.797 §229; 1975 c.544 §30;
1977 c.135 §25; 1981 c.192 §19; 1983 c.296 §7; 1997 c.631 §236; renumbered
711.180 in 1997]
     711.047 [1981 c.192 §21; 1983 c.296 §8; repealed by
1997 c.631 §567]
     711.050 [Amended by 1973 c.797 §230; repealed by
1997 c.631 §567]
     711.055 [Amended by 1973 c.797 §231; 1997 c.631 §237;
renumbered 711.197 in 1997]
     711.060 [Amended by 1973 c.797 §232; 1997 c.631 §238;
renumbered 711.199 in 1997]
MERGER;
CONVERSION; SHARE EXCHANGE; ACQUISITION
(Conversion)
     711.065
Conversion of
     (2) Upon completion of the conversion of
an
     711.070
Conversion of financial institution into
     (2) A financial institution may apply to convert
to an
     (a) A certificate signed by the chief
executive officer of the converting financial institution certifying that all
necessary corporate actions in compliance with the provisions of the laws of
the supervisory authority having jurisdiction over the converting financial
institution have been taken; and
     (b) The articles of incorporation for the
operation of the financial institution as an
     711.075
Conversion of
     (2) Upon completion of the conversion of
an
     711.080
Conversion of financial institution into
     (2) An insured nonstock institution may
apply to convert to an
     (a) A certificate signed by the chief
executive officer of the converting financial institution certifying that all
necessary corporate actions in compliance with the provisions of the laws of
the supervisory authority having jurisdiction over the converting financial
institution have been taken; and
     (b) The articles of incorporation for the
operation of the insured nonstock institution as an
     711.085
Approval of conversion of Oregon bank by board or shareholders. If an Oregon bank converts pursuant to ORS
711.065 to 711.080, the conversion shall be approved by:
     (1) A majority of the full board of
directors of the converting
     (2) If the converting bank is an
     711.090
Conversion of Oregon bank or
     (2) The plan of conversion shall set
forth:
     (a) The name of the Oregon bank or
     (b) The name of the Oregon bank or
     (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 the ownership interests or obligations
of the converted Oregon bank or Oregon trust company, or into cash or other
property, in whole or in part; and
     (e) Any additional information required by
the Director of the Department of Consumer and Business Services.
     (3) The plan of conversion may set forth
other provisions relating to the conversion. [2005 c.134 §6]
     711.095
Approval of plan of conversion; fee. (1) A plan of conversion for an Oregon bank or
     (a) In the case of the conversion of an
Oregon bank or
     (A) A simple majority of the full board of
directors of the converting Oregon bank or Oregon trust company, unless the
articles of incorporation or bylaws of the converting Oregon bank or Oregon
trust company require a greater percentage; and
     (B) A vote of a simple majority of the
outstanding stock of each class of voting shares at a meeting called to
consider the conversion, unless the articles of incorporation or bylaws of the
converting Oregon bank or
     (b) In the case of the conversion of an
Oregon bank or
     (A) A simple majority of the full board of
managers of the converting Oregon bank or Oregon trust company, unless the
articles of organization or operating agreement of the converting Oregon bank
or Oregon trust company require a greater percentage; and
     (B) A vote of the holders of a simple
majority of outstanding membership interests in the converting Oregon bank or
     (2) Following approval of the plan of
conversion by the board and the owners under subsection (1) of this section,
the converting Oregon bank or
     (a) In the case of the conversion of an
Oregon bank or Oregon trust company from a corporation to a limited liability
company, the converting institution meets the requirements of ORS 707.007 or
709.015 for the organization of an Oregon bank or Oregon trust company as a
limited liability company; or
     (b) In the case of the conversion of an
Oregon bank or
     711.100
Articles of conversion; effective date of conversion. (1) After a plan of conversion is approved
under ORS 711.095, the converting Oregon bank or
     (a) State the name and type of the
business entity prior to conversion;
     (b) State the name and type of the
business entity after conversion; and
     (c) Include the plan of conversion.
     (2) The conversion takes effect on the
date the articles of conversion are filed with the director, unless the
articles of conversion state another effective date. [2005 c.134 §8]
     711.104
Rights of member of Oregon bank or
     (2) To perfect a member’s right to dissent
to a plan of conversion described in subsection (1) of this section, the member
must send or deliver a notice of dissent to the Oregon bank or Oregon trust
company prior to or at the meeting of the members at which the conversion is
submitted to a vote, or the member must vote against the conversion.
     (3) A member may not dissent as to less
than all the membership interests held in the name of the member, except a
member holding, as a fiduciary or nominee, membership interests held in the
memberÂ’s name for the benefit of more than one beneficiary, may dissent as to
less than all of the membership interests held in the fiduciary or nomineeÂ’s
name if any dissent as to the membership interests held for a beneficiary is
made as to all the membership interests held by the fiduciary for that
beneficiary or nominee. The fiduciaryÂ’s rights shall be determined as if the
membership interests to which the fiduciary has dissented and the other
membership interests are held in the names of different members.
     (4) Any member who dissented to a plan of
conversion under this section and who desires to receive the value in cash of
the memberÂ’s membership interests, shall make written demand upon the Oregon
bank or Oregon trust company and accompany the demand with the surrender of the
memberÂ’s certificates of membership interest, properly indorsed within 30 days
after the meeting of the members at which the vote to approve the plan of
conversion was taken. Any member failing to make written demand within the
30-day period shall be bound by the terms of the proposed plan of conversion.
     (5) Within 30 days after the plan of
conversion becomes effective, the Oregon bank or Oregon trust company shall
give written notice thereof to each dissenting member who has made demand under
this section at the address of the member on the membership books of the Oregon
bank or Oregon trust company, and shall make a written offer to each such
member to pay for the memberÂ’s membership interests at a specified price in
cash, determined by the Oregon bank or Oregon trust company to be the fair
value of the membership interests as of the effective date of the conversion.
The notice and offer shall be accompanied by a statement of condition of the
Oregon bank or Oregon trust company as of the latest available date and not
more than four months prior to the effective date of the plan of conversion,
and a statement of income of the Oregon bank or Oregon trust company for the
period ending on the date of the statement of condition.
     (6) Any member who accepts the offer of
the Oregon bank or Oregon trust company within 30 days following the date on
which notice of the offer was mailed or delivered to dissenting members shall
be paid the price per share offered in cash, within 30 days following the date
on which the member communicates acceptance in writing to the Oregon bank or
Oregon trust company. Upon payment, the dissenting member shall cease to have
any interest in the membership interests previously held by the member.
     (7) If within 30 days after notice of the
offer, one or more dissenting members do not accept the offer of the Oregon
bank or Oregon trust company or if no offer is made, then the value of the
membership interests of the dissenting members who have not accepted the offer
shall be ascertained, as of the effective date of the conversion, by an
independent, qualified appraiser chosen by the Director of the Department of
Consumer and Business Services. The valuation determined by the appraiser shall
govern and the appraiserÂ’s valuation of the membership interests is not
appealable except for one or more of the reasons set forth in ORS 36.705 (1)(a)
to (d) for vacation of an arbitratorÂ’s award, and for one of the grounds for
modification or correction of an arbitratorÂ’s award under ORS 36.710. Any
appeal must be made within 30 days after the date of the appraiserÂ’s valuation
and is subject to ORS 183.415 to 183.500. The Oregon bank or
     (8) The director shall assess the
reasonable costs and expenses of the appraisal proceeding equally to the Oregon
bank or
     (9) Amounts required to be paid by the
Oregon bank or
     (10) The director may require, as a
condition of approving a plan of conversion, the replacement of all or a
portion of the membersÂ’ equity of an Oregon bank or
     (11) A dissenting member making a demand
under subsection (4) of this section may withdraw the demand if:
     (a) The Oregon bank or
     (b) The dissenting member pays the member’s
pro rata share of the appraisal costs and the Oregon bankÂ’s or
     (12) When a dissenting member withdraws
the demand under subsection (11) of this section, the memberÂ’s status as a
member shall be restored, without prejudice to any proceedings taking place in
the interim. [2005 c.134 §13]
     711.105 [Repealed by 1973 c.797 §428]
     711.110 [Amended by 1973 c.797 §233; repealed by
1997 c.631 §567]
     711.112 [1973 c.797 §234; repealed by 1997 c.631 §567]
     711.115 [Amended by 1973 c.797 §235; repealed by
1997 c.631 §567]
     711.120 [Repealed by 1973 c.797 §428]
(Merger,
Share Exchange and Acquisition)
     711.125
Merger of
     (2) Subject to the provisions and
requirements of ORS 711.130 to 711.145 and 713.270, ORS chapter 715 and
applicable federal law, a company may acquire all of the outstanding shares of
one or more classes or series of stock of an
     711.130
Approval of plan of merger or share exchange involving
     (2) A plan of merger shall contain at
least:
     (a) The name of each party to the merger
and the name of the resulting insured stock institution;
     (b) The terms and conditions of the
proposed merger;
     (c) The manner and basis of converting the
shares of each merging insured stock institution into shares, obligations or
other securities of the resulting insured stock institution or a holding
company of the resulting insured stock institution or, in whole or part, into
cash or other property;
     (d) A statement of any changes in the
articles of incorporation of the resulting insured stock institution to be put
into effect by the plan of merger; and
     (e) Any other provisions with respect to
the proposed merger that the Director of the Department of Consumer and
Business Services determines to be necessary.
     (3) A plan of share exchange shall contain
at least:
     (a) The name of the
     (b) The terms and conditions of the
proposed share exchange;
     (c) The manner and basis of the exchange
of shares of the Oregon stock bank for shares, obligations or other securities
of the acquiring company or of any other company or for cash or for other
property in full or in part;
     (d) A statement of any changes in the
articles of incorporation of the acquired Oregon stock bank to be put into
effect by the plan of share exchange; and
     (e) Any other provision with respect to
the proposed share exchange that the director determines to be necessary.
     (4) After approval by the board of
directors, the plan of merger or plan of share exchange shall be submitted to
the director for approval, with a nonrefundable application fee of $3,000.
Certified copies of the authorizing resolutions of each board of directors, if
any such resolutions are required under applicable law, showing approval of the
plan of merger or plan of share exchange in accordance with subsection (1) of
this section shall also be submitted. For each
     711.135
Action by director on plan of merger or share exchange involving
     (a) The transaction conforms with the
provision of the Bank Act;
     (b) The transaction will not be
detrimental to the safety and soundness of the resulting Oregon stock bank or
Oregon stock bank to be acquired through a share exchange;
     (c) The transaction is not contrary to the
public interest; and
     (d) The director is satisfied that the
transaction is permitted by the state or federal supervisory authority having
jurisdiction over the resulting insured stock institution or acquiring company.
     (2) If the director disapproves a plan of
merger or plan of share exchange, the director shall state any objections in
writing and give the boards of the parties to the transaction an opportunity to
amend the plan of merger or plan of share exchange to obviate the objections.
The amended plan of merger or plan of share exchange shall be submitted to the
director for approval as if it were the original plan of merger or plan of
share exchange.
     (3) Any of the parties to the transaction
may appeal the decision of the director as provided in ORS 183.415 to 183.500. [1997
c.631 §272]
     711.140
Approval of merger or share exchange involving
     (2) Approval of the merger or share
exchange by the stockholders constitutes the adoption of any amendments to the
articles set forth in the plan of merger or plan of share exchange.
     (3) If the plan of merger or plan of share
exchange adopts any provision enumerated in ORS 707.248 affecting the rights of
nonvoting stockholders of an
     (4) Each Oregon stock bank that is a party
to a merger or is to be acquired through a share exchange shall give notice of
the meeting to vote on the proposed merger or share exchange to each
stockholder of record entitled to vote on the plan of merger or plan of share
exchange at the address of the stockholder in the books of the Oregon stock
bank at least 15 days before the date of the meeting unless the notice is
waived in writing by all the holders of shares entitled to vote on the plan of
merger or plan of share exchange. Unless, pursuant to ORS 711.170 (8) or other
applicable law, the shareholders of the
     711.145
Effective date of merger or share exchange involving
     (a) If the resulting insured stock
institution is an Oregon stock bank, the merger shall, unless a later date is
specified in the plan of merger, become effective upon the filing with the
Director of the Department of Consumer and Business Services of the approved
plan of merger, copies of the resolutions of the stockholders of each party to
the merger, if shareholder approval is required under law applicable to such
merging insured stock institution, and evidence satisfactory to the director
that all federal regulatory requirements, if any, have been satisfied. The
charters of each
     (b) If the insured stock institution from
a merger is an insured stock institution other than an
     (c) If the resulting insured stock
institution is an
     (2) In a share exchange involving an
     (a) If the stock of an Oregon stock bank
is to be acquired by a company organized under the laws of this state, the
share exchange shall, unless a later date is specified in the plan of share
exchange, become effective upon the filing with the director of the approved
plan of share exchange, copies of the resolutions of the stockholders of the
acquired Oregon stock bank, and evidence satisfactory to the director that all
federal regulatory requirements, if any, have been satisfied.
     (b) If the stock of the
     711.150
Merger of
     711.155
Approval of merger involving
     (2) The plan of merger shall contain:
     (a) The name of each party to the merger
and the name of the resulting insured nonstock institution;
     (b) The terms and conditions of the
proposed merger;
     (c) The manner and basis of converting the
obligations or securities of each merging insured nonstock institution into
obligations or other securities of the resulting insured nonstock institution
or, in whole or part, into cash or other property;
     (d) A statement of any changes in the
articles of incorporation of the resulting insured nonstock institution to be
put into effect by the plan of merger; and
     (e) Any other provisions with respect to
the proposed merger that the Director of the Department of Consumer and
Business Services determines to be necessary.
     (3) After approval by the board of
directors, the plan of merger shall be submitted to the director for approval
with a nonrefundable application fee of $3,000. Certified copies of the
authorizing resolutions of each board of directors, if any such resolutions are
required under applicable law, showing approval of the plan of merger in
accordance with subsection (1) of this section shall also be submitted. For
each
     (4) After approval by each board of
directors of the plan of merger, notice of the merger shall be delivered to the
household of each depositor of each
     711.160
Action by director on plan of merger involving
     (a) The resulting insured nonstock
institution meets the requirements of the Bank Act;
     (b) The merger will not be detrimental to
the safety and soundness of the resulting insured nonstock institution;
     (c) The merger is not contrary to the
public interest; and
     (d) The director is satisfied that the
merger is permitted by the state or federal supervisory authority having
jurisdiction over the resulting insured nonstock institution.
     (2) If the director disapproves a plan of
merger, the director shall state any objections in writing and give the boards
of the parties to the merger an opportunity to amend the plan of merger to
obviate the objections. The amended plan of merger shall be submitted to the
director for approval as if it were the original plan of merger.
     (3) Any of the parties to the merger may
appeal the decision of the director as provided in ORS 183.415 to 183.500. [1997
c.631 §277]
     711.165
Effective date of merger involving
     (2) If the resulting insured nonstock
institution is an insured nonstock institution, the effective date and time of
the merger shall be determined under the laws governing the resulting insured
nonstock institution. The merger will be effective as to each
     (3) If the resulting insured nonstock institution
is an Oregon nonstock bank, the director shall promptly issue to the resulting
insured nonstock institution a certificate of merger specifying the names of
the parties to the merger, the name of the resulting insured nonstock
institution, and the date on which the merger became effective as prescribed in
subsection (1) of this section. The certificate shall be prima facie evidence
of the merger and of the correctness of all proceedings and may be recorded in
any office for the recording of deeds to evidence the new name in which the
property of the merging insured nonstock institutions is held. [1997 c.631 §278]
     711.170
     (2) An Oregon bank may sell all or
substantially all of its assets outside the ordinary course of business,
transfer all or substantially all the deposit liabilities of any of its
branches or principal place of business, or both, only with the prior written
approval of the Director of the Department of Consumer and Business Services.
     (3) An acquisition transaction agreement
shall be approved by a majority of the entire board of directors of each Oregon
bank that:
     (a) Is selling assets or transferring
deposit liabilities, or both, requiring approval of the director under
subsection (2) of this section; or
     (b) Is acquiring all or substantially all
of the assets outside the ordinary course of business, all or substantially all
of the deposit liabilities, or both, of another insured institution.
     (4) After approval of the acquisition
transaction agreement by the board of directors of each Oregon bank that is
subject to subsection (3) of this section, the following shall be submitted to
the director, if required under subsection (2) of this section, for approval:
     (a) A copy of the acquisition transaction
agreement, which shall contain the terms of conditions of the acquisition
transaction;
     (b) A nonrefundable application fee of
$3,000;
     (c) Certified copies of the authorizing
resolutions of the board of directors of each such Oregon bank showing approval
of the acquisition transaction agreement in accordance with subsection (3) of
this section; and
     (d) Such other information as the director
may require.
     (5) If an Oregon stock bank proposes to
transfer all or substantially all of its assets outside the ordinary course of
business, all or substantially all of its deposit liabilities, or both, such
Oregon stock bank shall send to each of its stockholders, within 30 days after
approval by its board of directors, notice of the acquisition transaction and a
copy of ORS 711.175, 711.180 and 711.185. To be effective, each Oregon stock
bank that proposes to transfer all or substantially all of its assets outside
the ordinary course of business, all or substantially all of its deposit
liabilities, or both, shall have such acquisition transaction approved by a
vote of two-thirds of the outstanding stock of each class of voting shares at a
meeting called to consider the acquisition transaction.
     (6) Within 90 days after approval of the
board of directors of each Oregon nonstock bank that proposes to transfer all
or substantially all of its assets outside the ordinary course of business, all
or substantially all of its deposit liabilities, or both, each such Oregon
nonstock bank shall send notice of the acquisition transaction to the household
of each depositor of each such Oregon nonstock bank. Such notice shall include
at least the name of the acquiring person or insured institution, the address
of the head office of such person or insured institution, and a statement that
all or substantially all of the assets, deposit liabilities, or both, will be
acquired. Such notice may be included in any account statement sent to such
depositors.
     (7) The director shall approve an
acquisition transaction that is subject to subsection (2) of this section if
the director finds that the acquisition transaction:
     (a) Conforms with the provisions of the
Bank Act;
     (b) Will not be detrimental to the safety
and soundness of an Oregon bank that is a party to such an acquisition
transaction;
     (c) Is not contrary to the public
interest; and
     (d) If the acquiring person or insured
institution is not an Oregon bank, the director is satisfied that the
acquisition transaction is permitted by the supervisory authority, if any,
having jurisdiction over the acquiring person or insured institution.
     (8) If the director disapproves an
acquisition transaction that is subject to subsection (2) of this section, the
director shall state any objections in writing and give the parties to the
acquisition transaction an opportunity to take actions to obviate the
objections.
     (9) Any party to an acquisition
transaction agreement may appeal the decision of the director as provided in
ORS 183.415 to 183.500. [1997 c.631 §279]
     711.175
StockholderÂ’s right to dissent to merger, share exchange, transfer of assets or
liabilities or conversion.
(1) A stockholder of an
     (a) A plan of merger pursuant to which the
     (b) A plan of merger pursuant to which the
Oregon stock bank or Oregon trust company is the resulting insured stock
institution and the number of its voting shares outstanding immediately after
the merger, plus the number of shares issuable as a result of the merger,
either by the conversion of securities issued pursuant to the merger or the
exercise of rights and warrants issued pursuant to the merger, will exceed by
more than 20 percent the total number of voting shares of the resulting insured
stock institution outstanding immediately before the merger;
     (c) A plan of share exchange pursuant to
which the Oregon stock bank or Oregon trust company in which the stockholder
owns shares is acquired;
     (d) An acquisition transaction requiring
the stockholderÂ’s approval pursuant to ORS 711.170 (5); and
     (e) A plan of conversion pursuant to which
the Oregon stock bank or Oregon trust company is to be converted to a limited
liability company.
     (2) To perfect a stockholder’s right to
dissent to a transaction described in subsection (1) of this section, the
stockholder must send or deliver a notice of dissent to the Oregon stock bank
or Oregon trust company prior to or at the meeting of the stockholders at which
the transaction is submitted to a vote, or the stockholder must vote against
the transaction.
     (3) A stockholder may not dissent as to
less than all the shares registered in the name of the stockholder, except a
stockholder holding, as a fiduciary or nominee, shares registered in the
stockholderÂ’s name for the benefit of more than one beneficiary, may dissent as
to less than all of the shares registered in the fiduciary or nomineeÂ’s name if
any dissent as to the shares held for a beneficiary is made as to all the
shares held by the fiduciary for that beneficiary or nominee. The fiduciaryÂ’s
rights shall be determined as if the shares to which the fiduciary has
dissented and the other shares are registered in the names of different
stockholders. [1997 c.631 §280; 2005 c.134 §9]
     711.180
Rights of stockholder dissenting to merger, share exchange, transfer of assets
or liabilities or conversion; demand required; notice and offer to pay for
shares; costs of appraisal of shares; when rights not applicable. (1) Any stockholder of an Oregon stock bank
or Oregon trust company who dissented to a transaction listed under ORS 711.175
(1) and who desires to receive the value in cash of those shares, shall make
written demand upon the Oregon stock bank, Oregon trust company or its
successor and accompany the demand with the surrender of the share
certificates, properly indorsed within 30 days after the stockholdersÂ’ meeting
at which a vote to approve the transaction involving an Oregon stock bank or
Oregon trust company was taken. Any stockholder failing to make written demand
within the 30-day period shall be bound by the terms of the proposed plan of
merger, plan of share exchange, plan of conversion or acquisition transaction
agreement.
     (2) Within 30 days after a transaction
listed under ORS 711.175 (1) is effected, the Oregon stock bank, Oregon trust
company or its successor shall give written notice thereof to each dissenting
stockholder who has made demand under this section at the address of the
stockholder on the stock record books of the Oregon stock bank or Oregon trust
company, and shall make a written offer to each such stockholder to pay for the
shares at a specified price in cash determined by the Oregon stock bank, Oregon
trust company or its successor to be the fair value of the shares as of the
effective date of the transaction. The notice and offer shall be accompanied by
a statement of condition of the Oregon stock bank or Oregon trust company, the
shares of which the dissenting stockholder held, as of the latest available
date and not more than four months prior to the consummation of the
transaction, and a statement of income of the Oregon stock bank or Oregon trust
company for the period ending on the date of the statement of condition.
     (3) Any stockholder who accepts the offer
of the Oregon stock bank, Oregon trust company or its successor within 30 days
following the date on which notice of the offer was mailed or delivered to
dissenting stockholders shall be paid the price per share offered, in cash,
within 30 days following the date on which the stockholder communicates
acceptance in writing to the Oregon stock bank, Oregon trust company or its
successor. Upon payment, the dissenting stockholder shall cease to have any
interest in the shares previously held by the stockholder.
     (4) If, within 30 days after notice of the
offer, one or more dissenting stockholders do not accept the offer of the
Oregon stock bank, Oregon trust company or its successor or if no offer is
made, then the value of the shares of the dissenting stockholders who have not
accepted the offer shall be ascertained, as of the effective date of the
transaction, by an independent, qualified appraiser chosen by the Director of
the Department of Consumer and Business Services. The valuation determined by
the appraiser shall govern and the appraiserÂ’s valuation of the shares shall
not be appealable except for one or more of the reasons set forth in ORS 36.705
(1)(a) to (d) for vacation of an arbitratorÂ’s award, and for one of the grounds
for modification or correction of an arbitratorÂ’s award under ORS 36.710. Any
appeal must be made within 30 days after the date of the appraiserÂ’s valuation
and is subject to ORS 183.415 to 183.500. The
     (5) The director shall assess the
reasonable costs and expenses of the appraisal proceeding equally to the Oregon
stock bank, Oregon trust company or its successor and to the dissenting
shareholders, as a group, if the amount offered by the Oregon stock bank,
Oregon trust company or its successor is between 85 percent and 115 percent of
the appraised value of the shares. The director shall assess the reasonable
costs and expenses of the appraisal proceeding and the reasonable costs and
expenses, including attorney fees and costs, of the Oregon stock bank, Oregon
trust company or its successor to the dissenting stockholders, as a group, if
the amount offered by the Oregon stock bank, Oregon trust company or its
successor is 115 percent or more of the appraised value of the shares. The
director shall assess the reasonable costs and expenses of the appraisal
proceeding and the reasonable costs and expenses, including attorney fees and
costs, of the dissenting shareholders, as a group, to the Oregon stock bank,
Oregon trust company or its successor if the amount offered by the Oregon stock
bank, Oregon trust company or its successor is 85 percent or less of the appraised
value of the shares. The directorÂ’s decision regarding assessment of fees and
costs may be appealed as provided in ORS 183.415 to 183.500.
     (6) Amounts required to be paid by the
Oregon stock bank, Oregon trust company or its successors, or the dissenting
shareholders under this section shall be paid within 30 days after the directorÂ’s
assessment of any fees or costs becomes final or, if the directorÂ’s decision is
appealed, within 30 days after a final determination of the fees and costs is
made.
     (7) The director may require, as a
condition of approving a transaction listed in ORS 711.175 (1), the replacement
of all or a portion of the stockholdersÂ’ equity of an
     (8) A stockholder may not receive the fair
value of the stockholderÂ’s shares under this section:
     (a) If the plan of merger provides that
all stockholders of the Oregon stock bank receive common stock of a holding
company pursuant to a merger with an interim banking institution chartered
under ORS 707.025, the stockholderÂ’s Oregon stock bank or Oregon trust company
and the interim banking institution are the only parties to the merger and the
stockholdersÂ’ relative interests in the holding company are in substantially
the same proportions as the stockholdersÂ’ relative interests in the Oregon
stock bank or Oregon trust company, except for nominal changes in the
stockholdersÂ’ interests resulting from elimination of fractional shares;
     (b) If the shares held by the dissenting
stockholder immediately before the effective date of a transaction listed in
ORS 711.175 (1) are listed on any national securities exchange or are listed
for trading on the National Association of Securities Dealers Automated
Quotation stock market on either the national market or smallcap market; or
     (c) If the plan of stock exchange provides
that all stockholders of the Oregon stock bank or Oregon trust company receive
stock of a holding company pursuant to the plan of stock exchange with the
result that the stockholdersÂ’ relative interests in the holding company are in
substantially the same proportions as the stockholdersÂ’ relative interests in
the Oregon stock bank or Oregon trust company, except for nominal changes in
stockholdersÂ’ interests resulting from elimination of fractional interests. [Formerly
711.045; 2003 c.598 §53; 2005 c.134 §10]
     711.185
Stockholder withdrawal of demand for payment for shares made under ORS 711.180. (1) A dissenting stockholder making a demand
under ORS 711.180 may withdraw the demand if:
     (a) The
     (b) The dissenting stockholder pays the
stockholderÂ’s pro rata share of the appraisal costs and the
     (2) When a dissenting stockholder
withdraws the demand under subsection (1) of this section, the stockholderÂ’s
status as a stockholder shall be restored, without prejudice to any corporate
proceedings taking place in the interim. [1997 c.631 §281; 2005 c.134 §11]
(General
Provisions)
     711.190
Effect of merger or conversion of Oregon bank; rights, powers, duties and
liabilities of resulting financial institution. (1) When a merger or conversion of an Oregon
bank becomes effective:
     (a) The separate existence of each Oregon
bank participating in the plan of merger or conversion, except the existence of
the resulting financial institution, ends; and
     (b) The resulting financial institution is
an entity with all the property, rights, powers and duties of all parties to
the merger or the converting financial institution, except as affected by the
laws applicable to the resulting financial institution and by the charter,
articles of incorporation and bylaws of the resulting financial institution.
     (2) All property, debts, choses in action
and every other interest of each merging or converting financial institution
are transferred to and vested in the resulting financial institution without
any further act or deed of any party to the merger or conversion. The title to
or any interest in any real estate vested in any merging or converting
financial institution may not revert or be impaired because of the merger or
conversion.
     (3) When a merger or conversion becomes
effective, the resulting financial institution shall be liable for all
liabilities and obligations of each of the merging or converting financial
institutions. Any existing or pending claim, action or proceeding by or against
any merging or converting financial institution may be prosecuted as if the
merger or conversion had not taken place, or the resulting financial
institution may be substituted in its place. A merger or conversion may not impair
the rights of creditors or depositors of a merging or converting financial
institution or any liens upon the property of a merging or converting financial
institution.
     (4) Unless prohibited under applicable
law, a resulting financial institution may use the name of the merging
financial institution or the converting financial institution whenever it can
do any act under the name more conveniently.
     (5) Any reference to a merging or
converting financial institution in any writing, whether executed or taking
effect before or after the merger or conversion, is a reference to the
resulting financial institution if consistent with the other provisions of the
writing, and if the resulting financial institution is authorized to exercise
the powers conferred or required by the writing. [Formerly 711.040]
     711.195
Merger, conversion or acquisition of Oregon bank involving trust company. If a merger, conversion or acquisition of an
Oregon bank involves a trust company, the Director of the Department of
Consumer and Business Services shall not approve the merger, conversion, or
acquisition until satisfied that adequate provision has been made for successor
fiduciaries. [1997 c.631 §282]
     711.197
Conditions for resulting Oregon bank to conform with state law. If, pursuant to a merger or conversion of a
financial institution, the resulting or converting financial institution is an
Oregon bank and has assets or liabilities in this state that do not conform to
the requirements of applicable law or carries on business activities that are
not permitted for the resulting or converting financial institution, the
Director of the Department of Consumer and Business Services may:
     (1) Permit the resulting or converting
financial institution to retain the nonconforming assets or liabilities or to
continue the otherwise unpermitted activities for such periods and subject to
such conditions and limitations as the director determines, by rule or order,
will not be injurious to the safety and soundness of the resulting or
converting financial institution; or
     (2) Grant the resulting or converting
financial institution a reasonable time to conform with applicable law. [Formerly
711.055]
     711.199
Valuation of assets on books of resulting Oregon bank. Without approval by the Director of the
Department of Consumer and Business Services, an asset shall not be carried on
the books of a resulting or converting financial institution that is an Oregon
bank at a valuation higher than that on the books of the resulting or
converting financial institution at the time of its last examination prior to
the effective date of the merger or conversion. [Formerly 711.060]
     711.205 [Amended by 1973 c.797 §236; 1993 c.229 §10;
repealed by 1997 c.631 §567]
     711.207 [1973 c.797 §237; repealed by 1997 c.631 §567]
     711.210 [Repealed by 1973 c.797 §428]
     711.211 [1993 c.229 §12; repealed by 1997 c.631 §567]
VOLUNTARY
LIQUIDATION; DISSOLUTION
     711.215
Voluntary liquidation on approval of stockholders and director; costs of
special examination. An
institution may go into voluntary liquidation by vote of its stockholders
owning at least two-thirds of its capital stock. The institution shall first
obtain the written consent of the Director of the Department of Consumer and
Business Services. Before consenting to the liquidation, the director may
require a special examination of the condition and affairs of the institution.
The institution shall pay the actual costs of the examination as provided in
ORS 706.544. [Amended by 1973 c.797 §238; 1985 c.762 §43; 1985 c.786 §40; 1999
c.59 §220]
     711.217
Transactions exempt from ORS 711.220 to 711.235. In a transaction where a purchasing insured
institution assumes or agrees to pay all the liabilities of a liquidating
institution, ORS 711.220 to 711.235 do not apply. [1973 c.797 §239; 1997 c.631 §239]
     711.220
Notice of voluntary liquidation; presentation of claims. (1) If a vote is taken authorizing the
voluntary liquidation of an institution, the board of directors shall cause to
be published in a newspaper of general circulation in the city, town or county
in which the principal office of the institution is located, at least once a
week for four consecutive weeks, notice of the liquidation notifying
depositors, other creditors or claimants to present their claims for payment.
     (2) Claims of depositors shall be paid
upon the presentation of a check, passbook, certificate of deposit or other
instrument required for payment before the institution went into voluntary
liquidation. Disputed claims shall be presented in writing for allowance or
rejection in the manner provided in ORS 711.230 for claims of other creditors.
     (3) Within 60 days after the last
publication of the notice provided for in this section, an institution in
voluntary liquidation shall mail a written notice of its intention to liquidate
to the last-known address of all depositors and other creditors who have not
yet claimed the full amount shown to be due them according to the records of
the institution. [Amended by 1973 c.797 §240]
     711.225
Report and transfer of unclaimed deposits. (1) All deposits that remain unclaimed after six months from the date
of the written notice mentioned in ORS 711.220 (3), shall be reported and
transferred by the
     (2) A copy of the report of unclaimed
deposits filed with the Department of State Lands shall be filed with the
Director of the Department of Consumer and Business Services. [Amended by 1957
c.670 §33; 1959 c.138 §1; 1973 c.797 §241; 1993 c.694 §36; 1997 c.631 §240]
     711.230
Claims; time within which presented; extension of time. (1) Claims of all persons, other than
depositors, against the institution shall be presented in writing to the
institution within one year after the date of first publication provided for in
ORS 711.220, unless barred by an earlier period of limitation. Claims arising
out of the expense of liquidation may be filed at any time prior to the closing
of the liquidation.
     (2) The board of directors shall, within
30 days after the presentment of a claim, allow or reject the claim, in whole
or in part, noting the same in their minutes. The board shall notify the
claimants in writing of its action, either by personal service or by mail. Any
claim rejected or disallowed is barred unless action to adjudicate the claim is
commenced within 60 days after the date of service or mailing of notice of
disallowance or rejection.
     (3) The board of directors may extend the
time within which to receive claims and continue the liquidation after the
expiration of the time allowed in this section for the filing of claims. Any
new claims filed after the time shall be allowed and paid or rejected in the
same manner as provided for other claims. If the liquidation is continued, the
transfer of unclaimed deposits to the Department of State Lands may be delayed
to such time as designated by the Director of the Department of Consumer and
Business Services. [Amended by 1959 c.138 §2; 1973 c.797 §242]
     711.235
Report of liquidation to director; disposition of remaining assets. (1) After the expiration of the time
provided in ORS 711.230 for the filing of claims or if the board of directors
has extended the time of liquidation then after the time set by them and after
payment of unclaimed deposits to the Department of State Lands, the board of
directors shall make a complete report of the liquidation to the Director of
the Department of Consumer and Business Services and shall certify to the
director that all claims have been paid or finally determined.
     (2) Any claims received and approved after
the report has been filed with the director shall be paid if the remaining
assets are sufficient.
     (3) When the report has been approved by
the director the board of directors may proceed to liquidate the remaining
assets and distribute them to the stockholders or other persons entitled to
receive them according to their respective rights and interests without further
report to the director. [Amended by 1959 c.138 §3; 1973 c.797 §243]
     711.240
Supervision and control by director. The Director of the Department of Consumer and Business Services shall
supervise and control an institution in voluntary liquidation until the final
report is filed to the same extent the director supervises and controls any
other institution. [Amended by 1973 c.797 §244]
     711.245 [Repealed by 1973 c.797 §428]
     711.250
Engaging in banking or trust business prohibited after liquidation, transfer of
deposit liabilities or ceasing to do business for one year; dissolution. (1) An institution may not engage in banking
business or transact trust business if the institution:
     (a) Goes into voluntary liquidation;
     (b) Is closed because of insolvency;
     (c) Sells all or substantially all of its
assets to another institution that takes over and assumes all or substantially
all of its deposit liabilities; or
     (d) Does not engage in banking business or
transact trust business for a period of one year.
     (2) An institution shall, within one year
after it ceases to do a banking business or trust business, amend its articles
of incorporation by eliminating the power to engage in a banking business or
trust business or it is dissolved and shall not be reinstated and shall
surrender its charter. For the purpose of winding up its affairs, the
institution may continue as a body corporate for a period of five years from
the date it stops doing a banking business or trust business, and as such:
     (a) The dissolution of the institution
shall not take away or impair any remedy available to or against such
institution, its directors, officers or shareholders for any right or claim
existing or any liability incurred prior to such dissolution if an action or
other proceeding thereon is commenced within five years after the date of
issuance of a certificate of dissolution or filing of a judgment of
dissolution. Any other action or proceeding by or against the institution may
be prosecuted or defended by the institution in its corporate name. The
shareholders, directors and officers shall have power to take such corporate or
other action as shall be appropriate to protect such remedy, right or claim. If
such institution was dissolved by the expiration of its period of duration,
such institution may amend its articles of incorporation at any time during
such period of five years so as to extend its period of duration.
     (b) Whenever any such institution is the
owner of real or personal property, or claims any interest or lien whatsoever
in any real or personal property, such institution shall continue to exist
during such five-year period for the purpose of conveying, transferring and
releasing such real or personal property or interest or lien therein. Such
institution shall continue, after the expiration of such five-year period, to
exist as a body corporate for the purpose of being made a party to and being
sued in any action, suit or proceeding against it involving the title to any
such real or personal property or any interest therein, and not otherwise. Any
such action, suit or proceeding may be instituted and maintained against any
such institution as might have been had prior to the expiration of said
five-year period. This section shall not be construed as affecting or
suspending any statute of limitations applicable to any suit, action or proceeding
instituted under this section.
     (c) For the purpose of service of any
process, notice or demand within the prescribed time following such
dissolution, the Director of the Department of Consumer and Business Services
shall be an agent of the dissolved institution upon whom service may be made. [Amended
by 1959 c.54 §1; 1973 c.797 §245; 1987 c.197 §7; 1989 c.324 §54; 1997 c.631 §241;
2003 c.576 §549]
     711.305 [Amended by 1973 c.797 §246; repealed by
1997 c.631 §567]
     711.310 [Amended by 1973 c.797 §247; 1975 c.544 §31;
repealed by 1997 c.631 §567]
     711.315 [Amended by 1973 c.797 §248; 1975 c.544 §32;
1991 c.249 §66; repealed by 1997 c.631 §567]
     711.320 [Amended by 1973 c.797 §249; repealed by
1997 c.631 §567]
INSOLVENCY;
LIQUIDATION BY DIRECTOR
     711.400
Supervision of liquidation by circuit court; called “supervising court.” The circuit court of the county in which the
principal office of an institution is located:
     (1) Shall, as directed in ORS 711.400 to
711.615, supervise the liquidation of an institution; and
     (2) Is referred to in ORS 711.400 to
711.615 as the supervising court. [1973 c.797 §250]
     711.405
When institution deemed insolvent; rules. An institution will be deemed insolvent when any of the following
occurs:
     (1) The fair market value of the assets of
the institution is insufficient to pay its liabilities, other than liability on
account of capital debentures. In determining the value of its assets, bonds
held by the institution shall be valued in accordance with rules promulgated by
the Director of the Department of Consumer and Business Services pursuant to
ORS 183.310, 183.315, 183.330, 183.335 and 183.341 to 183.410.
     (2) An
     (3) The institution cannot meet its
obligations or the demands upon it as they become due. [Amended by 1973 c.797 §251;
1975 c.544 §35; 1997 c.631 §242]
     711.410
Transfer of assets after commission of act of insolvency or in contemplation of
insolvency; exceptions.
Except for transfers by a bank depository or the State Treasurer of public
funds or securities as required by ORS 295.001 to 295.108, all transfers of
assets made after the commission of an act of insolvency or in contemplation of
insolvency, to prevent the application of the assets in the manner prescribed
by the Bank Act or to the preference of one creditor to another are void. [Amended
by 1973 c.797 §252; 2007 c.871 §32]
     Note: The amendments to 711.410 by section 32,
chapter 871, Oregon Laws 2007, become operative July 1, 2008, and apply to all
public funds on deposit on or after July 1, 2008. See sections 36 and 37,
chapter 871, Oregon Laws 2007, as amended by sections 39 and 40, chapter 871,
Oregon Laws 2007. The text that is operative until July 1, 2008, is set forth
for the userÂ’s convenience.
     711.410. All transfers of assets made after the
commission of an act of insolvency or in contemplation of insolvency, to
prevent the application of the assets in the manner prescribed by the Bank Act
or to the preference of one creditor to another are void.
     711.415
Receiving deposits in excess of insurance while insolvent. A director, officer or employee of an Oregon
stock bank shall not receive or permit to be received any deposit in excess of
the insurance that the Oregon stock bank holds for its deposits under ORS
708A.405, if the director, officer or employee knows that the Oregon stock bank
is insolvent. [Amended by 1973 c.797 §253; 1985 c.786 §41; 1997 c.631 §243]
     711.419
Taking possession of
     711.420 [Repealed by 1973 c.797 §428]
     711.425 [Repealed by 1973 c.797 §428]
     711.430
Placing business in control of director; notice. (1) An institution may place its property
and affairs under the control of the Director of the Department of Consumer and
Business Services to be liquidated by notifying the director of its proposed
action and by posting a notice on its doors as follows: “This Bank (or Trust
Company) Is Under the Control of the Department of Consumer and Business
Services.”
     (2) The posting of the notice or the
taking possession of an institution by the director is sufficient to place all
its property and affairs of whatever nature in the possession of the director
and operates as a bar and dissolution to any attachment proceedings. [Amended
by 1973 c.797 §254; 1975 c.544 §36; 1987 c.373 §54]
     711.435
Resumption of business of institution placed in control of director. (1) If the Director of the Department of
Consumer and Business Services determines upon taking charge of an institution
that it is only temporarily short of available funds and that its assets are
sufficient to pay its liabilities, leaving its stockholdersÂ’ equity unimpaired,
or the stockholders will arrange to make good its stockholdersÂ’ equity, if
impaired, the director may permit the officers and directors of the institution
to arrange with its depositors and creditors for an extension of time for
payment of the depositors and creditors.
     (2) When the director is satisfied that
the stockholdersÂ’ equity of the institution has been brought into conformance with
the Bank Act, the institution is solvent and has funds on hand with which to
meet the demands made on it in the ordinary course of business, and the
institution has arranged with its depositors and creditors for an extension of
time to enable the institution to realize on its assets to meet the
obligations, the director may within 60 days after taking charge of the
institution permit it to resume business.
     (3) The institution shall pay, at the
actual per diem cost, for the service of the director and the employees of the
director in taking charge of and looking after the affairs of the institution
during the time it was under control of the director. The money so received
shall be deposited with the State Treasurer to be credited to the Consumer and Business
Services Fund. [Amended by 1973 c.797 §255; 1997 c.631 §245]
     711.440
Receivers and assignments for benefit of creditors; notice to and action by
director. (1) Notice shall
be given to the Director of the Department of Consumer and Business Services
before a receiver is appointed by any court or a deed of assignment for the
benefit of creditors is filed in any court for an institution unless it is
necessary so to do in order to preserve the assets of the institution.
     (2) The director may, within five days
after the service of the notice upon the director, take possession of the
institution, in which case no further proceedings shall be had upon the
application for the appointment of receiver or under the deed of assignment. If
a receiver has been appointed or the assignee has entered upon the
administration of the trust of the assignee, the appointment shall be vacated
or the assignee shall be removed upon application of the director to the court.
     (3) The director shall proceed to
administer the assets of the institution as provided in ORS 711.475 to 711.510.
[Amended by 1973 c.797 §256]
     711.445
Notice of taking possession of institution; prohibition against liens
subsequent to insolvency.
(1) Upon taking possession of the property and business of an institution, the
Director of the Department of Consumer and Business Services shall give written
notice of the fact to all persons holding or in possession of any assets of the
institution.
     (2) A person knowing that the director has
taken possession of an institution shall not have a lien or charge for any
payment advanced or any clearance thereafter made, or liability thereafter
incurred, against any of the assets of the institution. [Amended by 1973 c.797 §257]
     711.450
Prohibition against applying to enjoin director from continuing possession. An institution may not apply to the
supervising court for an order requiring the Director of the Department of
Consumer and Business Services to show cause why the director should not be
enjoined from continuing possession pursuant to ORS 711.419. [Amended by 1973
c.797 §258; 1975 c.544 §37; 1985 c.786 §43]
     711.455 [Repealed by 1973 c.797 §428]
     711.460 [Repealed by 1973 c.797 §428]
     711.465
Transfer of liquidation functions to Federal Deposit Insurance Corporation. (1) Upon taking possession of the business
and property of an insolvent Oregon stock bank, the deposits of which are to
any extent insured by the Federal Deposit Insurance Corporation, if the Federal
Deposit Insurance Corporation will accept the duty of liquidating the Oregon
stock bank, the Director of the Department of Consumer and Business Services
may appoint without bond the Federal Deposit Insurance Corporation to act as
receiver for the Oregon stock bank. When so appointed the Federal Deposit
Insurance Corporation shall exercise all the powers and perform all the duties
of the director in connection with the liquidation of
     (2) Upon being notified in writing of the
acceptance of the appointment, the director shall file a certificate evidencing
the appointment of the Federal Deposit Insurance Corporation in the office of
the director. Upon the filing of the certificate the possession of all the
assets, business and property of the Oregon stock bank except those securities pledged
under ORS 295.015 shall be transferred from the Oregon stock bank and the
director to the Federal Deposit Insurance Corporation, and without the
execution of any instruments of conveyance, assignment, transfer or indorsement
the title to all such assets and property shall vest in the Federal Deposit
Insurance Corporation. The director shall be relieved from all responsibility
and liability in respect to the liquidation of the
     711.470
Subrogation rights of Federal Deposit Insurance Corporation. If any Oregon stock bank in which the
deposits are to any extent insured by the Federal Deposit Insurance Corporation
is closed for the purpose of liquidation without adequate provision being made
for the payment of its depositors and if the Federal Deposit Insurance
Corporation pays or makes available for payment the insured deposit liabilities
of the closed insured Oregon stock bank, the Federal Deposit Insurance Corporation
is subrogated to all rights against the closed insured Oregon stock bank of the
owners of deposits to the extent of any payments made by the corporation to the
depositors. [Amended by 1973 c.797 §260; 1997 c.631 §247]
     711.475
Inventory of assets; filing notice of taking possession. Upon taking possession of the property of an
institution to liquidate its affairs, the Director of the Department of
Consumer and Business Services shall:
     (1) Inventory the assets of the
institution. The inventory shall be prepared in duplicate with one copy filed
in the office of the director and one in the office of the clerk of the county
in which the principal office of the institution is located.
     (2) Within a reasonable time, file with
the clerk of the supervising court a notice that the director has taken
possession and the time of taking possession.
     (3) Proceed to liquidate the affairs of
the institution, collect debts due the institution and do what is necessary to
preserve the assets and business of the institution. [Amended by 1973 c.797 §261]
     711.480
     (a) Sell or compromise any bad or doubtful
debts, including the individual liability of any stockholder of the
institution.
     (b) Sell all or any of the real estate and
personal property of the institution on terms directed by the supervising
court.
     (2) The director, upon compliance with the
terms of the sale of property, shall execute and deliver to the purchaser of
the property the necessary deeds or instruments to evidence the passing of the
title. If the real estate is situated outside the county in which the principal
office of the institution is located, a certified copy of the order authorizing
and ratifying the sale shall be filed in the office of the clerk of the county
in which the property is situated. [Amended by 1973 c.797 §262]
     711.485
Borrowing funds to pay closed institution expenditures. The Director of the Department of Consumer
and Business Services may, after the director has obtained the consent of the
supervising court, borrow funds from any source available to be used for
distribution among depositors or other creditors of the institution in the
process of liquidation, or for expense of liquidation or preservation of the
assets of the institution. To secure the loan, the director may pledge, on
terms fixed by the lender and agreed to by the director, all or any portion of
the assets of the institution. The director is not personally obligated to pay
the loans. [Amended by 1973 c.797 §263]
     711.490
Capital stock requirements of institution purchasing assets and assuming
liabilities of insolvent institution. If the assets of an insolvent institution are sold to a new
institution and the new institution assumes any or all of the deposit
liabilities of the insolvent institution with the approval of the Director of
the Department of Consumer and Business Services and the supervising court, the
new institution may be organized with a capital stock equal to the capital
stock of the insolvent institution without regard to the capital requirements
of ORS 707.050. [Amended by 1973 c.797 §264]
     711.495
Action by director to collect balance due on stock or stock assessment. If an institution becomes insolvent and is
taken in charge by the Director of the Department of Consumer and Business
Services for liquidation, the director may maintain an action against any
stockholder, whose stock or assessment on the stock has not been fully paid,
for the collection of the unpaid balance. The action may be prosecuted against
one or more stockholders, singly or collectively. [Amended by 1973 c.797 §265]
     711.500
Liability of transferor of stock made in contemplation of insolvency; proceedings
to relieve stockholder of liability prohibited. (1) Stockholders in an institution who have
transferred their stock or registered the transfer of their stock within 60
days before the date of the closing of the institution or with the knowledge of
the impending closing or failure, are liable, as if the transfer had not been
made, to the extent that the subsequent transferee fails to pay the unpaid
balance on the stock. This subsection does not affect any recourse which a
former stockholder might otherwise have against those in whose name the stock
is registered at the time the institution closes.
     (2) An action may not be brought by the
holder of any stock standing in the name of the stockholder on the books of an
institution at the time it closes which will relieve the stockholder of
liability as a stockholder. [Amended by 1973 c.797 §266]
     711.505
Liability of fiduciary as stockholder; liability of estate and funds. A person holding stock of an institution as
a fiduciary, as collateral security or in pledge, is not personally subject to
any liability as a stockholder. The person pledging the stock is liable as a
stockholder. The estate and funds in the hands of the fiduciary are liable to
the same extent as the testator, intestate, protected person or person
interested in the trust fund would be liable if able to act and hold the stock
in the name of that person. [Amended by 1973 c.797 §267; 1973 c.823 §146; 1974
c.36 §27]
     711.510
Deposit of money collected under ORS 711.495; security for deposit. (1) The moneys collected by the Director of
the Department of Consumer and Business Services under ORS 711.495 shall be,
from time to time, deposited in one or more insured institutions, subject to
the order of the director.
     (2) The director may require any bank in
which the director deposits money under this section to furnish security
therefor satisfactory to the director for the safekeeping and prompt payment of
the money deposited. [Amended by 1973 c.797 §268; 1997 c.631 §248]
     711.515
“Depositor” defined; preferences among depositors. (1) As used in ORS 711.515 to 711.525, “depositor”
includes purchasers or holders in due course of certificates of deposit,
cashiersÂ’ checks, certified checks, outstanding unpaid drafts drawn or issued
by an Oregon stock bank, unsecured letters of credit and unsecured drafts
accepted by the Oregon stock bank if the instruments enumerated are issued
pursuant to cash or credit actually received or realized by the Oregon stock
bank.
     (2) A depositor or deposit, including
deposits of the State of Oregon or any county, city or political subdivision
thereof, shall not have a preference or prior lien on any assets of an
insolvent Oregon stock bank over the claims of other depositors or deposits,
unless the assets have been pledged as security in compliance with the
provisions of law. This subsection does not apply to any claims or demands
involving funds held by an
     711.520
Priority of claimants against assets of
     (1) First, if collateral has been pledged
under ORS 295.015 and assets have been pledged under ORS 709.030, to the
benefit of those for whom the collateral and assets have been pledged;
     (2) Second, to pay the expenses of
liquidation;
     (3) Third, to satisfy the amount due the
depositors; and
     (4) Fourth, to satisfy the amount due
sellers of federal funds. [Amended by 1973 c.797 §270; 1993 c.373 §1; 1997
c.631 §250; 1999 c.311 §5]
     711.525
Interest on deposits after
     711.530
Notice to creditors to present claims. The Director of the Department of Consumer and Business Services shall
cause notice to be given by advertisement, in a newspaper of the choice of the
director, weekly for four consecutive weeks, notifying persons with claims
against an institution which the director has taken possession of for the
purpose of liquidating its affairs, to present the claim to the director, with
legal proof of the claim, at a designated place on or before the expiration of
60 days after the date of the first publication of the notice. The notice shall
state the date of the first publication. The director shall mail a similar
notice to all persons whose names appear as creditors upon the books of the
institution. Failure to mail the notice to any creditor does not give the
creditor any right or impose any liability on the director. [Amended by 1973
c.797 §272]
     711.535
Verification and filing of claims; demand for preference. (1) All claims shall be verified and filed
with the Director of the Department of Consumer and Business Services. If a
claimant asserts a preference other than the preference given in ORS 711.520 to
depositors, the claim shall include a demand for preference and a statement of
the grounds upon which preference is claimed.
     (2) Any claim for preference shall be
filed with the director and the supervising court, before the expiration of the
time fixed under ORS 711.530 in the notice to creditors. If a claim for
preference is not filed within the designated time, it is barred. [Amended by
1973 c.797 §273]
     711.540
Approval or rejection of claims. (1) Within a reasonable time after the expiration of the time fixed in
the notice to creditors, the Director of the Department of Consumer and
Business Services shall approve or reject, in whole or in part, every claim
filed.
     (2) Depositors’ claims that assert no
priority or preference other than the preference given under ORS 711.520 to
depositors and that are filed after the expiration of the time fixed in the
notice to creditors for the filing of all claims shall be approved or rejected,
in whole or in part, within a reasonable time after the claims are filed with
the director.
     (3) The approval or rejection of any claim
by the director shall be indorsed in writing upon the claim and the director
need not state the reasons for the approval or rejection. The director may at
any time alter or amend the previous approval or rejection of any claim. [Amended
by 1973 c.797 §274; 2003 c.14 §443]
     711.545
Objection to approval of claims. (1) If a creditor of the closed institution or any interested party
objects to the action of the Director of the Department of Consumer and
Business Services in allowing in whole or in part any claim filed with the
director, the creditor shall, within 10 days after the list of allowed claims
has been filed with the clerk of the supervising court, make and file with the
clerk of the supervising court a verified statement of the objections of the
creditor. The statement shall state the facts and reasons upon which the
objections are based and include a notice that the objecting party appeals to
the supervising court. Objections to the approval of any claim may be made at
any time but, if not filed within the 10-day period, the objections shall apply
only to that portion of the claim which has not yet been paid.
     (2) A copy of the objections and notice
shall be served upon the director and upon the creditor whose claim is
challenged. Proof of the service shall be filed in the supervising court with
the statement of objections.
     (3) The statement of objection filed in
the supervising court shall also have attached to it a copy, certified as
correct by the director, of the claim so approved and the approval of the claim
indorsed thereon by the director. [Amended by 1973 c.797 §275]
     711.550
Objection to rejection of claims. (1) If the Director of the Department of Consumer and Business
Services rejects any claim in whole or in part, written notice of the rejection
shall be given to the claimant, either in person or by mail. If notice by mail
is given, it is sufficient that the notice be sent to the address indicated by
the claimant on the proof of claim filed with the director. If no address is
given, then it is sufficient if the notice is mailed to the last address of the
claimant as shown by the books and records of the closed institution. If notice
of rejection is given by mail, the notice is considered to have been given by
the director on the day when the notice of rejection is properly addressed and
deposited in the mail, postage prepaid. Proof of giving of notice of rejection
by the director shall be made by affidavit, and the affidavit shall be prima
facie evidence of the giving of notice. The affidavit shall be filed in the
office of the director.
     (2) Within 30 days after the giving of the
notice of rejection, the claimant may appeal the rejection by serving the
director with notice of appeal and by filing the notice with the clerk of the
supervising court with proof of service of the notice upon the director and a
copy, certified as correct by the director, of the rejected claim and the
indorsement made thereon by the director. [Amended by 1973 c.797 §276; 2007
c.71 §230]
     711.554
Procedure for determination of claims. (1) After the filing of objections under ORS 711.545 or the filing of
the notice and other papers under ORS 711.550 and upon the motion of any of the
parties in interest, the supervising court, upon notice to all the parties,
shall set the matter for trial.
     (2) The trial shall be held in a summary
manner upon the documents filed with the court. The person filing the statement
of objection or the claimant whose claim was rejected has the burden of proof.
     (3) An appeal from the decision of the
supervising court to the appellate court may be taken by either party as from
any other judgment of the supervising court. [1973 c.797 §277; 2003 c.576 §550]
     711.555 [Repealed by 1973 c.797 §428]
     711.560
Costs and disbursements in claim proceedings. A party to the proceedings upon any hearing provided for in ORS
711.554 shall not recover costs or disbursements from any other party. [Amended
by 1973 c.797 §278]
     711.565
Claims presented after time expired. DepositorsÂ’ claims presented and allowed after the expiration of the
time fixed in the notice to creditors may be paid the amount of all prior
dividends therein, if there are sufficient funds, and share in the distribution
of the remaining assets in the hands of the Director of the Department of
Consumer and Business Services equitably applicable thereto. [Amended by 1973
c.797 §279]
     711.567
Supervising court to bar claims to facilitate closing. To facilitate the final closing of the
liquidation of the institution, the supervising court may, by order, bar all
claims at any time after one year from the date of the first publication of
notice to creditors under ORS 711.530. [1973 c.797 §280]
     711.570
Lists of claims. (1) Upon
the expiration of the time fixed under ORS 711.530 for the presentation of
claims, the Director of the Department of Consumer and Business Services shall
make in duplicate a list of the claims presented specifying whether the claims
have been approved, rejected or neither approved nor rejected pending further
investigation. The list shall also note which claims have been presented to the
supervising court for appeal. One copy of the list shall be filed in the office
of the director and one in the office of the clerk of the supervising court.
     (2) The director shall, in like manner,
make and file supplemental lists showing all claims presented subsequent to the
filing of the first list.
     (3) The lists shall be filed in the supervising
court at least 15 days before the payment of any dividend on the claims or the
payment of any preferred claims. [Amended by 1973 c.797 §281]
     711.572
Liability of directors for distributing assets without payment of known debts. The directors of an institution who vote for
or assent to any distribution of assets of the institution to its stockholders
during the liquidation of the institution without the payment and discharge of,
or making adequate provision for, all known liabilities of the institution
shall be jointly and severally liable to the institution for the value of the
assets which are distributed, to the extent that the liabilities of the
institution are not thereafter paid and discharged. [1973 c.797 §282]
     711.575
Dividends to depositors. At
any time after the expiration of the date fixed for the presentation of claims
under ORS 711.530 the Director of the Department of Consumer and Business
Services may, out of the funds remaining in the hands of the director after the
payment of expenses, declare one or more dividends. After the expiration of one
year from the first publication of notice to creditors the director may declare
a final dividend. The dividends shall be paid to the persons, in the amounts
and upon the notice as may be directed by the supervising court. [Amended by
1973 c.797 §283]
     711.577
Death of depositor; payment of claim. (1) Any person who would be entitled to withdraw a deposit under ORS
708A.430 may claim the deposit and receive dividends thereon, or if claim has been
made it may be amended after the death of the claimant so that future dividends
are paid to the person entitled thereto under ORS 708A.430.
     (2) If any claim is more than $500,
dividends may be paid to the person entitled thereto, as provided in ORS 708A.430,
if the Director of the Department of Consumer and Business Services is
satisfied that the total dividends to be paid after the death of the claimant
are less than $100.
     (3) The director is under no obligation to
determine the relationship of the affiants to the deceased depositor and the
payment of dividends made in good faith to parties making the affidavit shall
be a release of the director for the amount of the dividends so paid. [1973
c.797 §284; 1997 c.631 §251a]
     711.580
Safety deposit boxes; removal of property. (1) If an institution, at the time the Director of the Department of
Consumer and Business Services takes possession of its property and business,
has in its possession, as bailee, for safekeeping and storage, any valuable
personal property, or has rented any vaults, safes or safe deposit boxes or any
portion thereof for the storage of property of any kind, the director may mail
a notice to the person claiming to be or appearing upon the institutionÂ’s books
to be the owner of the property, or the person in whose name the safe, vault or
box stands notifying them to remove the property within a period fixed by the
notice but not less than 90 days after the date the notice is mailed. The
notice shall be in writing and sent by registered mail or by certified mail
with return receipt directed to the person at the personÂ’s post-office address
as recorded upon the books of the institution. The director shall allow a
person access to the institution so that the person may remove the personÂ’s property
stored or kept with the institution as described in this subsection. The
director may require that the person show identification reasonably identifying
the person as the person whose name appears as owner of the property on the
institutionÂ’s books or as the person in whose name the safe, vault or box
stands. The director may limit access to normal business hours.
     (2) Upon the date fixed by the notice, the
contract, if any, between a person and the institution for the storage of the
property or for the use of the safe, vault or box is terminated, and the amount
of the unearned rent or charges, if any, paid by the person becomes a debt of
the institution to the person.
     (3) After the date fixed in the notice the
safe, vault or box may be opened in the presence of the director, and a witness
who is not an officer or employee of the institution. A list and description of
the property shall be made by the person opening the safe, vault or box and
shall be attached to the property. The director shall keep the property in one
of the general safes or boxes of the institution until it is delivered to the
person entitled to receive it or is disposed of as provided in ORS 711.582. [Amended
by 1973 c.797 §285; 1981 c.397 §1; 1991 c.249 §67]
     711.582
Disposition of contents of safety deposit boxes. (1) If property is not removed within six
months after the time fixed by the notice of the Director of the Department of
Consumer and Business Services under ORS 711.580, the director may sell the
property under the direction of the supervising court. The proceeds of the sale
shall be held for the benefit of the person entitled to the property. Any funds
which have not been claimed within two years after the final order closing the
liquidation of the institution may be disposed of in the manner prescribed in
ORS 711.590 for unclaimed dividends and deposits.
     (2) If papers or other articles which have
no value and cannot be sold are not removed within six months after the time
fixed in the notice of the director, the director shall store the papers and
articles with the records of the insolvent institution. One year after the
final order closing the liquidation of the institution the papers and articles
may be destroyed in the manner prescribed in ORS 711.595 for the records of an
insolvent institution. [1973 c.797 §286]
     711.585
Selection of agents to wind up affairs of institution; bond or letter of
credit; duties of agent. (1)
When the Director of the Department of Consumer and Business Services has paid
to each depositor and creditor of the institution whose claim as a depositor or
creditor has been proved and allowed, the full amount of the claim and has made
proper provision for unclaimed or unpaid deposits or dividends and has paid all
the expenses of the liquidation, the director shall call a meeting of the
stockholders of the institution by giving notice of the meeting for 30 days in
one or more newspapers circulated in the county in which the principal office
of the institution is located. At the meeting the stockholders shall select, by
ballot, one or more agents to administer the assets and wind up the affairs of
the institution. A majority of the stock present and voting in person or by
proxy is necessary to select an agent.
     (2) The agent shall file with the director
a bond or an irrevocable letter of credit to the State of
     (3) When the agent files the required bond
or letter of credit, the director shall transfer to the agent all the assets of
the institution remaining in the hands of the director. Upon the transfer and
delivery the director is discharged from all further liability to the
institution and its creditors. The agent shall complete the liquidation of the
affairs of the institution, and, after paying the expenses of the liquidation,
shall distribute the proceeds among the stockholders in proportion to the
several holdings of stock.
     (4) If the stockholders fail to meet on
the date advertised for the stockholdersÂ’ meeting or within 15 days after the
advertised date or fail to appoint an agent, or if the agent fails to qualify
as required in this section within 30 days after the date of their selection,
the director may appoint an agent. This agent shall file a bond or letter of
credit and liquidate the affairs of the institution as though the agent had
been selected by the stockholders. Upon the transfer and delivery to the agent
appointed by the director of all the remaining assets in the hands of the
director, the director is discharged from all further liability to the institution
and its creditors. [Amended by 1973 c.797 §287; 1991 c.331 §116; 1997 c.631 §252]
     711.590
Disposition of unclaimed deposits; interest. (1) Two years after the date of the final order closing the
liquidation of an institution, the Director of the Department of Consumer and
Business Services may withdraw any unclaimed deposits or balances remaining to
the credit of dividend accounts, representing the aggregate of undelivered
checks or unpaid dividend funds in the possession of the Department of Consumer
and Business Services, and pay the funds to the Department of State Lands as
unclaimed property to be disposed of as provided in ORS 98.302 to 98.436 and
98.992.
     (2) The interest earned on the dividend
accounts while they remain in the possession of the director shall be paid to
the State Treasurer to be credited to the Consumer and Business Services Fund
and the owner, the heirs or personal representative of the owner have no claim
to the interest. [Amended by 1959 c.138 §4; 1973 c.797 §288; 1993 c.694 §37]
     711.595
Destruction of liquidation records in possession of director. If any files, records, documents, books of
account or other papers have been taken over and are in the possession of the
Director of the Department of Consumer and Business Services in connection with
the liquidation of an insolvent institution, the director may, after one year
from the declaration of the final dividend or from the date the liquidation has
been closed by order of the supervising court, destroy any of the files, records,
documents, books of account or other papers which appear to the director to be
unnecessary for future reference as part of the liquidation and files of the
office of the director. [Amended by 1973 c.797 §289]
     711.600
Liquidation expenses. The
expenses incurred by the Director of the Department of Consumer and Business
Services in the liquidation of an institution include the expenses of all
employees of the Department of Consumer and Business Services employed in the
liquidation, reasonable attorney fees for counsel employed by the director in
the course of the liquidation, and stationery, rent, postage, telephone,
telegraph and other office and traveling expense. The compensation of the
employees and the expense of supervision and liquidation shall be fixed by the
director, subject to the approval of the supervising court. The supervising
court shall not increase the compensation or expenses over the amount fixed by
the director. [Amended by 1973 c.797 §290; 1985 c.762 §44]
     711.605
Petitions relating to insolvent institutions; ruling by director; court review. Any petition relating to an insolvent
institution, except a petition by the Director of the Department of Consumer
and Business Services, shall be filed with the supervising court and the director.
The director shall, within a reasonable time after the petition is filed, grant
or refuse the petition and notify the petitioner in writing of the decision. If
a petitioner is dissatisfied with the decision of the director the petitioner
may, within 30 days after the decision of the director, present the petition,
with the decision of the director, to the supervising court. The supervising
court shall fix a date for the hearing of the petition, giving reasonable
notice of the date to the petitioner and to the director. The supervising court
shall determine the matter upon the evidence produced by all the parties, and
the burden of proof is upon the petitioner. [Amended by 1973 c.797 §291]
     711.610 [Repealed by 1973 c.797 §428]
     711.615
Court filing fees. Fees
shall not be charged for the filing in the supervising court by the Director of
the Department of Consumer and Business Services, the deputies of the director
or attorneys of any papers relating to the liquidation of an institution or
which are necessary or convenient in connection with the collection of assets
of an institution. [Amended by 1973 c.797 §292; 1999 c.803 §7]
     711.620
Suspending or restricting payment of liabilities; duration. (1) The Director of the Department of
Consumer and Business Services may order an Oregon stock bank to suspend or
restrict the payment of its liabilities to depositors and other creditors
except as provided in ORS 711.620 to 711.670, if the action is necessary for
the protection of the depositors and other creditors of the Oregon stock bank
and is in the public interest.
     (2) The order of the director is effective
upon receipt by the
     711.625
Taking possession of
     (2) While the director is in possession of
an Oregon stock bank, the director shall have all the powers given to the
director in connection with insolvent Oregon stock banks, and the rights of
interested parties shall, subject to ORS 711.620 to 711.670, be the same as if
the director had taken possession of the Oregon stock bank because of insolvency.
     (3) All expenses of the director while in
possession of the
     711.630
Pro rata withdrawals by depositors. While the
     711.635
Receiving new deposits; segregation. (1) While the
     (2) Deposits received after the director
takes possession and the amounts released for payment to depositors under ORS
711.630, shall be segregated and held and used solely to meet the deposit
liability and the pro rata amount so released. They shall not be used to
liquidate any indebtedness of the
     (3) Deposits received while the
     711.640
Termination of suspension or restriction on payment of liabilities. (1) The Director of the Department of
Consumer and Business Services may, by order, on a date fixed by the order and
at least 10 days after the date of the order, terminate the suspension or
restriction on payment of liabilities of the
     (2) Immediately upon the termination of
the suspension or restriction on payment of liabilities of the
     711.645
Notice of termination of suspension or restriction on payment of liabilities. (1) At least 10 days before the date on
which the suspension or restriction on the payment of liabilities is
terminated, the Director of the Department of Consumer and Business Services
shall cause a notice to be published in a newspaper circulated in the city,
town or county in which the principal office of the
     (2) The notice shall specify:
     (a) The date on which the suspension or
restriction on the payment of liabilities will be removed;
     (b) That the provisions of ORS 711.635
pertaining to the segregation of deposits will not be effective after that
date; and
     (c) That the segregated deposits after the
removal of the restriction or suspension will be general deposits.
     (3) On or before the date of the
publication of the notice, the director shall mail, postage prepaid, to each
depositor in the Oregon stock bank whose deposit has been segregated as
provided by ORS 711.635 a copy of the notice addressed to the last-known
address of each depositor as shown by the records of the Oregon stock bank.
     (4) The director shall hand a copy of the
notice to every depositor making a deposit in the
     711.650
Segregation of deposits until termination notice has been given. If the Director of the Department of
Consumer and Business Services removes the restrictions or suspensions on the
payment of liabilities of any Oregon stock bank and surrenders possession of
the assets and properties of the Oregon stock bank to the proper officers of
the Oregon stock bank, before the 10 daysÂ’ notice provided for by ORS 711.645
has been given, the Oregon stock bank shall keep deposits segregated under ORS
711.635 separate and apart from its other assets until the notice has been
given by the Oregon stock bank in the manner provided in ORS 711.645. After the
notice has been given, the segregated deposits shall become general deposits
and may be mingled with the other assets of the
     711.655
Use of suspended deposits to pay indebtedness of depositor. Nothing in ORS 711.620 to 711.670 prevents
the assignment of a suspended deposit liability or the application of all or a
part of a suspended deposit to payment at maturity of any indebtedness of the
depositor to the Oregon stock bank that existed at the time the suspension
became effective, but a deposit liability subsequently assigned may not be so
applied. [1973 c.797 §300; 1997 c.631 §260]
     711.660
Assignment or transfer of capital stock while payment of liabilities suspended
or restricted. While the
payment of the liabilities of any
     711.665
Suspension or restriction of liability payment not evidence of insolvency. An order of the Director of the Department
of Consumer and Business Services under ORS 711.620 to 711.670 or the taking
possession of the assets and properties of an
     711.670
Compliance with ORS 711.620 to 711.670 as defense to depositorÂ’s action. Compliance with the terms and conditions of
ORS 711.620 to 711.670 and orders and rules promulgated as a result of ORS
711.620 to 711.670 is a complete defense to any suit or action brought by any
depositor or creditor against an
PENALTIES
     711.980
Civil penalties. Any person
who violates ORS 711.415 shall forfeit and pay to the State Treasurer to be
deposited in the Consumer and Business Services Fund a civil penalty in an
amount determined by the Director of the Department of Consumer and Business
Services of not more than $2,500 for each offense. The civil penalty may be
recovered as provided in ORS 706.980. [1975 c.544 §40]
     711.990 [Amended by 1973 c.797 §304; repealed by
1975 c.544 §62]
_______________
CHAPTER 712
[Reserved for expansion]
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