2007 Oregon Code - Chapter 62 :: Chapter 62 - Cooperatives
Chapter 62 Cooperatives
2007 EDITION
COOPERATIVES
CORPORATIONS AND PARTNERSHIPS
GENERAL PROVISIONS
(Short Title and Definitions)
62.005 Short
title
62.015 Definitions
(Filing Documents)
62.025 Filing
requirements
62.030 Filing,
service, copying and certification fees
62.035 Effective
time and date of document
62.040 Correcting
filed document
62.045 Forms;
rules
62.050 Filing
duty of Secretary of State
62.055 Appeal
from Secretary of States refusal to file document
62.060 Evidentiary
effect of copy of filed document
62.065 Certificate
of existence
SUBSTANTIVE PROVISIONS
62.115 Purposes
for which cooperatives may be organized
62.125 General
powers
62.128 Reserved
name
62.131 Cooperative
name
62.135 Bylaws
62.145 Membership
62.155 Registered
office and registered agent; service of process on cooperative
62.165 Actions
in excess of authority
62.175 Capital
stock; membership stock
62.185 Certificates
of stock; contents
62.195 Voting
by shareholders
62.205 Subscription
agreement for shares or agreement to pay a membership fee; default
62.215 Limitation
of liability of members and shareholders
62.225 Dividends
on capital stock
62.235 Recall,
exchange or redemption of stock or other evidence of equity by cooperative
62.245 Missing
certificates or evidence of interest in cooperative; missing records relating
to redemption of interest in cooperative
62.255 Meetings
of members
62.265 Voting
by members
62.275 Quorum
of members
62.280 Board
of directors
62.283 Standard
of conduct for directors; permissible reliance on opinions and reports of
others; limitation of liability
62.284 Director
conflict of interest
62.285 Meetings
of board of directors
62.286 Loans
to or guarantees for directors
62.287 Directors
meeting by conference telephone or similar communications equipment
62.290 Executive
committee
62.295 Officers
62.300 Compensation
and benefits to directors, officers and employees
62.305 Taking
action without meeting; effective date of action
62.315 Waiver
of notice
62.325 Voting
requirements of articles
62.335 Action
brought in right of cooperative by member or shareholder; attorney fees
62.355 Cooperative
contracts
62.360 Recording
cooperative contracts
62.365 Relief
against breach or threatened breach of contract; penalty for interference
62.370 Civil
action for inducing breach of contract with cooperative or spreading false
reports about cooperative
62.415 Apportionment
and distribution of net proceeds or savings or net losses
62.425 Unclaimed
distribution, redemptions or payments
62.430 Payments
in name of deceased owner of capital credits or retains in cooperative
62.435
62.440 Books
and records; attorney fees
62.455 Annual
report; form; effect of error; amendment
INDEMNIFICATION OF DIRECTORS
62.462 Definitions
for ORS 62.462 to 62.482
62.464 Authority
to indemnify director; report to members
62.466 Mandatory
indemnification of director
62.468 Advance
for expenses
62.472 Court-ordered
indemnification
62.474 Determination
and authorization of indemnification
62.476 Indemnification
of officers, employees and agents
62.478 Insurance
62.482 Application
of ORS 62.462 to 62.482
FORMATION OF COOPERATIVES
62.511 Incorporators;
articles of incorporation; rules
62.513 Contents
of articles of incorporation; rules
62.515 Organization
meeting of directors
AMENDMENT OF ARTICLES
62.555 Right
to amend articles of incorporation
62.560 Shareholder
voting on amendments to articles
62.565 Articles
of amendment; effect of amendment
62.570 Restated
articles
CONVERSIONS AND MERGERS
62.605 Definitions
for ORS 62.605 to 62.623
62.607 Conversion
62.609 Action
on plan of conversion
62.611 Articles
of conversion
62.613 Effect
of conversion; entity existence continues
62.617 Merger;
plan of merger
62.619 Action
on plan of merger
62.621 Articles
of merger
62.623 Effect
of merger
DISSOLUTION
62.655 Voluntary
dissolution by act of cooperative
62.665 Procedure
for dissolution
62.670 Revocation
of voluntary dissolution
62.675 Effect
of revocation of voluntary dissolution proceedings
62.680 Articles
of dissolution
62.685 Effect
of filing articles of dissolution
62.690 Administrative
dissolution
62.695 Jurisdiction
of court to dissolve cooperative and liquidate assets and business of
cooperative
62.702 Procedure
for dissolution of cooperative by court
62.704 Judgment
of dissolution issued by court
62.708 Effect
of dissolution
62.712 Disposition
of known claims against dissolved cooperative
62.714 Notice
of dissolution; presentation of claims against cooperative
62.720 Presumption
of abandonment; procedure for agriculture cooperatives and others
FOREIGN COOPERATIVES
62.755 Admission
of foreign cooperatives
62.760 Registration
of name of foreign cooperative
EMPLOYEE COOPERATIVES
62.765 Definitions
for ORS 62.765 to 62.792
62.768 Election
to be governed as employee cooperative; corporate name
62.771 Revocation
of election to be governed as employee cooperative
62.774 Qualifications
of members; membership shares; rights of members
62.777 Membership
powers
62.780 Apportionment
of net earnings or losses
62.783 Internal
capital accounts; redemption of shares; collective reserve account
62.786 Internal
capital account cooperative
62.789 Procedure
for revocation of election; limits on merger
62.792 Short
title
MANUFACTURED DWELLING PARK COOPERATIVES
62.800 Short
title; purpose; resolution of conflicts
62.803 Definitions
for ORS 62.800 to 62.815
62.806 Election
as nonprofit cooperative
62.809 Requirements
for membership in cooperative; acceptance and entitlements of member; issuance
of stock
62.812 Distribution
of cooperative assets upon dissolution
62.815 Prohibited
actions
MISCELLANEOUS PROVISIONS
62.825 Powers
of Secretary of State
62.845 Public
policy; certain cooperative activities not unlawful restraint of trade
62.848 Antitrust
immunity for negotiations governing price for sale of grass seed; supervision
by Director of Agriculture; rules; fees
62.849 Antitrust
immunity for negotiations governing season starting price for sale of
62.850 Use
of term cooperative
62.855 Application
of chapter
62.860 Effect
of amendment or repeal of Oregon Cooperative Corporation Act
62.865 Effect
of repeal of prior statutes
62.870 Notice
to members of agricultural cooperative; date; contents; effect of failure to
send notice
GENERAL PROVISIONS
(Short Title and Definitions)
62.005
Short title. This chapter
shall be known and may be cited as the Oregon Cooperative Corporation Act. [1957
c.716 §1]
62.010 [Repealed by 1957 c.716 §76]
62.015
Definitions. As used in this
chapter, unless the context requires otherwise:
(1) Anniversary means that day each year
exactly one or more years after:
(a) The date of filing by the Secretary of
State of the articles of incorporation in the case of a domestic cooperative.
(b) The date of filing by the Secretary of
State of an application for authority to transact business in the case of a
foreign cooperative.
(2) Articles means articles of
incorporation, articles of conversion and articles of merger.
(3) Board means board of directors.
(4) Cooperative means a cooperative
corporation which is subject to the provisions of this chapter.
(5) Corporation means a corporation
which is not a cooperative.
(6) Domestic limited liability company
means an entity that is an unincorporated association having one or more
members and that is organized under ORS chapter 63.
(7) Domestic nonprofit corporation means
a corporation not for profit incorporated under ORS chapter 65.
(8) Domestic professional corporation
means a corporation organized under ORS chapter 58 for the purpose of rendering
professional services and for the purposes provided under ORS chapter 58.
(9) Foreign cooperative means a
cooperative corporation organized under laws other than the laws of this state.
(10) Foreign corporation means a
corporation for profit incorporated under the laws of a state other than this
state.
(11) Foreign limited liability company
means an entity that is an unincorporated association organized under the laws
of a state other than this state, under the laws of a federally recognized
Indian tribe or under the laws of a foreign country and that is organized under
a statute under which an association may be formed that affords to each of its
members limited liability with respect to liabilities of the entity.
(12) Foreign nonprofit corporation means
a corporation not for profit organized under the laws of a state other than
this state.
(13) Foreign professional corporation
means a professional corporation organized under the laws of a state other than
this state.
(14) Member means a person who has been
qualified and accepted for membership in a cooperative.
(15) Membership stock means any class of
stock, continuous ownership of which is required for membership in a
cooperative.
(16) Negotiate means to confer with
another in order to come to terms.
(17) Person includes individuals, corporations,
associations, firms, partnerships, joint stock companies, trusts, estates and
foreign and domestic cooperative corporations.
(18) Shareholder means a holder of
shares of capital stock of a cooperative other than membership stock. [1957
c.716 §2; 1963 c.492 §41; 1974 c.2 §4; 1987 c.94 §78; 1995 c.195 §1; 1999 c.362
§16; 2001 c.142 §1; 2001 c.315 §33; 2005 c.107 §2]
62.020 [Repealed by 1957 c.716 §76]
(Filing
Documents)
62.025
Filing requirements. (1) A
document must satisfy the requirements of this section or any other section
that modifies these requirements, to be entitled to filing by the Secretary of
State.
(2) This chapter must require or permit
filing the document with the Office of Secretary of State.
(3) The document shall contain the
information required by this chapter. It may contain other information as well.
(4) The document must be legible.
(5) The document must be in the English
language.
(6) The document must be executed:
(a) By the chairperson of the board of
directors of a domestic cooperative, its president or another of its officers;
(b) If directors have not been selected or
before the organizational meeting, by an incorporator; or
(c) If the cooperative is in the hands of
a receiver, trustee or other court-appointed fiduciary, by that receiver,
trustee or fiduciary.
(7) The person executing the document
shall state beneath or opposite the signature the name of the person and the
capacity in which the person signs. The document may, but is not required to
contain:
(a) The corporate seal;
(b) An attestation by the secretary or an
assistant secretary; and
(c) An acknowledgment, verification or
proof.
(8) If the Secretary of State has
prescribed a mandatory form for the document under ORS 62.045, the document
must be in or on the prescribed form.
(9) The document must be delivered to the
Office of Secretary of State and must be accompanied by the required fees.
(10) Delivery of a document to the Office
of Secretary of State is accomplished only when the document is actually
received by the Office of Secretary of State. [1987 c.94 §69; 1999 c.486 §7]
62.030
Filing, service, copying and certification fees. The Secretary of State shall collect the
fees described in ORS 56.140 for each document delivered for filing under this
chapter and for process served on the secretary under this chapter. The
secretary may collect the fees described in ORS 56.140 for copying any public
record under this chapter, certifying the copy or certifying to other facts of
record under this chapter. [1987 c.94 §71; 1991 c.132 §4; 1995 c.195 §35; 1999
c.362 §§17,17a]
62.035
Effective time and date of document. (1) Except as provided in subsection (2) of this section and ORS
62.040, a document accepted for filing is effective on the date it is filed by
the Secretary of State and at the time, if any, specified in the document as
its effective time or at 12:01 a.m. on that date if no effective time is
specified.
(2) If a document specifies a delayed
effective time and date, the document becomes effective at the time and date
specified. If a document specifies a delayed effective date but no time, the
document becomes effective at 12:01 a.m. on that date. A delayed effective date
for a document may not be later than the 90th day after the date it is filed. [1987
c.94 §72; 1995 c.195 §36]
62.040
Correcting filed document.
(1) A cooperative may correct a document filed by the Secretary of State, other
than an annual report, if the document contains an incorrect statement or was
defectively executed, attested, sealed, verified or acknowledged.
(2) A cooperative shall correct a document
by delivering articles of correction to the Office of Secretary of State. The
articles shall include the following:
(a) A description of the document,
including its filing date, or a copy of the document.
(b) The incorrect statement and the reason
it is incorrect, or a description of the manner in which the execution,
attestation, seal, verification or acknowledgment is defective.
(c) A correction of the incorrect
statement or defective execution, attestation, seal, verification or
acknowledgment.
(3) Articles of correction are effective
on the effective date of the document they correct except as to persons relying
on the uncorrected document and adversely affected by the correction. As to
those persons, articles of correction are effective when filed. [1987 c.94 §73]
62.045
Forms; rules. Upon request,
the Secretary of State may furnish forms for documents required or permitted to
be filed by this chapter. The Secretary of State may by rule require the use of
the forms. [1987 c.94 §70; 1995 c.215 §9]
62.050
Filing duty of Secretary of State. (1) If a document delivered to the Office of Secretary of State for
filing satisfies the requirements of ORS 62.025, the Secretary of State shall
file it.
(2) The Secretary of State files a
document by indicating thereon that it has been filed by the Secretary of State
and the date of filing. After filing a document, except as provided in ORS
62.155 and 62.455, the Secretary of State shall return an acknowledgment of
filing to the cooperative or its representative.
(3) If the Secretary of State refuses to
file a document, the Secretary of State shall return it to the cooperative or
its representative within 10 business days after the document was delivered
together with a brief written explanation of the reason for the refusal.
(4) The Secretary of States duty to file
documents under this section is ministerial and is limited in scope of review
as set out by rule of the Secretary of State. The Secretary of State is not
required to verify or inquire into the legality or truth of any matter included
in any document delivered to the Office of Secretary of State for filing. The
Secretary of States filing or refusing to file a document does not:
(a) Affect the validity or invalidity of
the document in whole or part; or
(b) Relate to the correctness or
incorrectness of information contained in the document.
(5) The Secretary of States refusal to
file a document does not create a presumption that the document is invalid or
that information contained in the document is incorrect. [1987 c.94 §74; 1999
c.486 §8]
62.055
Appeal from Secretary of States refusal to file document. If the Secretary of State refuses to file a
document delivered to the Office of Secretary of State for filing, the
cooperative, in addition to any other legal remedy that may be available, shall
have the right to appeal from such order pursuant to the provisions of ORS
183.480. [1987 c.94 §75]
62.060
Evidentiary effect of copy of filed document. (1) A certificate attached to a copy of a document filed by the
Secretary of State, bearing the Secretary of States signature, which may be in
facsimile, is conclusive evidence that the original document, or a facsimile
thereof, is on file with the Office of Secretary of State.
(2) The provisions of ORS 56.110 apply to
all documents filed pursuant to this chapter. [1987 c.94 §76]
62.065
Certificate of existence.
(1) Anyone may apply to the Secretary of State to furnish a certificate of
existence for a cooperative.
(2) A certificate of existence when issued
means that:
(a) The cooperatives corporate name is
registered in this state;
(b) The cooperative is duly incorporated
under the law of this state;
(c) All fees payable to the Secretary of
State under this chapter have been paid, if nonpayment affects the existence or
authorization of the cooperative;
(d) An annual report required by ORS
62.455 has been filed by the Secretary of State within the preceding 14 months;
and
(e) Articles of dissolution have not been
filed by the Secretary of State.
(3) A person may apply to the Secretary of
State to issue a certificate covering any fact of record.
(4) Subject to any qualification stated in
the certificate, a certificate of existence or authorization issued by the
Secretary of State may be relied upon as conclusive evidence that the domestic
or foreign cooperative is in existence or is authorized to transact business in
the state. [1987 c.94 §77; 1995 c.195 §37]
62.110 [Repealed by 1957 c.716 §76]
SUBSTANTIVE
PROVISIONS
62.115
Purposes for which cooperatives may be organized. Cooperatives may be organized under this
chapter for any lawful purpose or purposes, except for the purpose of banking
or insurance. [1957 c.716 §3]
62.120 [Repealed by 1957 c.716 §76]
62.125
General powers. Each
cooperative shall have power:
(1) To have perpetual succession unless a
limited period of duration is stated in its articles.
(2) To sue and be sued, complain and
defend, in its corporate name.
(3) To have a corporate seal which may be
altered at pleasure, and to use the seal by causing it, or a facsimile thereof,
to be impressed or affixed or in any other manner reproduced.
(4) To purchase, take, receive, lease,
take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use
and otherwise deal in and with, real or personal property, or any interest
therein, wherever situated.
(5) To sell, convey, mortgage, pledge,
lease, exchange, transfer and otherwise dispose of, all or any part of its
property and assets.
(6) To purchase, take, receive, subscribe
for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend,
pledge, or otherwise dispose of, and otherwise use and deal in and with, shares
or other interests in, or obligations of, other domestic or foreign
cooperatives and corporations, partnerships or individuals, or direct or
indirect obligations of the United States or of any other government, state,
territory, governmental district or municipality or of any instrumentality
thereof.
(7) To make contracts and incur
liabilities, borrow money at such rates of interest as the cooperative may
determine, issue its notes, bonds, certificates of indebtedness and other
obligations, issue certificates representing equity interests in its assets,
and secure any of its obligations by mortgage or pledge of all or any of its
property, franchises and income.
(8) To lend money for its corporate
purposes, invest and reinvest its funds and take and hold real and personal
property as security for the payment of funds so loaned or invested.
(9) To conduct its business and affairs
and have offices and exercise its powers in any state, territory, district or
possession of the
(10) To elect or appoint officers and
agents, and define their duties and fix their compensation.
(11) To make and alter bylaws, consistent
with its articles and the laws of this state, for the administration and
regulation of its affairs.
(12) To make donations for the public
welfare or for charitable, scientific or educational purposes.
(13) To cease its activities and surrender
its franchise.
(14) To have and exercise all powers
necessary or convenient to effect any or all of the purposes for which the
cooperative is organized. [1957 c.716 §4; 1981 c.542 §1]
62.128
Reserved name. (1) A person
may apply to the Office of Secretary of State to reserve a corporate name. The
application must set forth the name and address of the applicant and the name
proposed to be reserved.
(2) If the Secretary of State finds that
the corporate name applied for conforms to ORS 62.131, the Secretary of State
shall reserve the name for the applicant for a 120-day period.
(3) A person may transfer the reservation
of a corporate name to another person by delivering to the Office of Secretary
of State a notice of the transfer executed by the person for whom the name was
reserved and specifying the name and address of the transferee. [1969 c.364 §2;
1987 c.94 §79]
62.130 [Repealed by 1957 c.716 §76]
62.131
Cooperative name. (1) The
name of a cooperative shall be written in the English language and may include
Arabic and Roman numerals and incidental punctuation.
(2) The name of a cooperative shall be
distinguishable upon the records of the Office of Secretary of State from any
other corporate name, professional corporate name, nonprofit corporate name,
cooperative name, limited partnership name, reserved name, registered corporate
name or assumed business name of active record with the Office of Secretary of
State.
(3) The name of a cooperative need not
satisfy the requirement of subsection (2) of this section if the applicant
delivers to the Office of Secretary of State a certified copy of a final
judgment of a court of competent jurisdiction that finds that the applicant has
a prior or concurrent right to use the cooperative name in this state.
(4) The provisions of this section do not
prohibit a cooperative from transacting business under an assumed business name.
(5) The provisions of this section do not:
(a) Abrogate or limit the law governing
unfair competition or unfair trade practices.
(b) Derogate from the common law, the
principles of equity or the statutes of this state or of the
62.135
Bylaws. The initial bylaws
of a cooperative shall be adopted by its board of directors. Power to alter,
amend or repeal the bylaws or adopt new bylaws is vested in the members of the
cooperative. Bylaws may contain any provisions for the regulation and
management of the affairs of the cooperative not inconsistent with law or the
articles. [1957 c.716 §8]
62.140 [Repealed by 1957 c.716 §76]
62.145
Membership. (1) Membership in
a cooperative is conditioned on ownership of a share of membership stock or
payment of a membership fee as set forth in the articles. If the articles so
provide, the bylaws may authorize a procedure by which the membership fee
initially stated in the articles pursuant to ORS 62.513 (1)(c) may be changed
without filing amended or restated articles. The bylaws of a cooperative may
authorize membership conditioned upon payment of part of the membership fee or
payment for part of the membership stock subscribed for and compliance with an
agreement to pay the balance.
(2) Qualifications for membership and
method of acceptance of members shall be as set forth in the bylaws of the
cooperative.
(3) Bylaws may provide for termination of
membership and the conditions and terms thereof. [1957 c.716 §9; 1995 c.195 §2]
62.150 [Repealed by 1957 c.716 §76]
62.155
Registered office and registered agent; service of process on cooperative. (1) Each cooperative shall have and
continuously maintain in this state:
(a) A registered office which may, but
need not be, the same as its place of business.
(b) A registered agent who shall be:
(A) An individual resident in this state
whose business office is identical to such registered office;
(B) A domestic corporation, domestic
limited liability company, domestic professional corporation or domestic
nonprofit corporation having a business office identical to such registered
office; or
(C) A foreign corporation, foreign limited
liability company, foreign professional corporation or foreign nonprofit
corporation authorized to transact business in this state and having a business
office identical to such registered office.
(2) A cooperative may change its
registered office or registered agent in accordance with the procedure set
forth in ORS 60.114.
(3) A person who has been designated by a
cooperative as its registered agent may resign in accordance with the procedure
set forth in ORS 60.117.
(4) A registered agent appointed by a
cooperative is an agent of the cooperative upon whom any process, notice or
demand required or permitted by law to be served upon the cooperative may be
served.
(5) The provisions of ORS 60.121 are
applicable to cooperatives. [1957 c.716 §10; 1987 c.94 §80; 2001 c.315 §26]
62.160 [Repealed by 1957 c.716 §76]
62.165
Actions in excess of authority.
No act and no transfer of property to or by a cooperative is invalid because in
excess of the cooperatives power to do such act or make or receive such
transfer, except that such lack of power may be asserted in a proceeding by:
(1) A member, shareholder or director
against the cooperative to enjoin any act or transfer of property to or by the
cooperative. If the unauthorized acts or transfer sought to be enjoined are
being, or are to be, performed or made pursuant to any contract to which the
cooperative is a party, the court may, if all of the parties to the contract
are parties to the proceeding and if it deems the same to be equitable, set
aside and enjoin the performance of the contract, and in so doing may allow to
the cooperative or to the other parties to the contract, as the case may be,
compensation for the loss or damage sustained by either of them which may
result from the action of the court in setting aside and enjoining the
performance of the contract but anticipated profits to be derived from the
performance of the contract shall not be awarded by the court as a loss or
damage sustained.
(2) A cooperative, its legal
representative, or through its members or shareholders in a representative
suit, against the officers or directors or former officers or directors of the
cooperative.
(3) The Attorney General against the
cooperative in an action to dissolve the cooperative or to enjoin it from the
transaction of unauthorized business. [1957 c.716 §11]
62.170 [Repealed by 1957 c.716 §76]
62.175
Capital stock; membership stock. (1) Any cooperative, including a cooperative which requires a
membership fee rather than the holding of membership stock as a prerequisite of
membership, has power to issue the number of shares of capital stock stated in
its articles. Such shares may be divided into more than one class with such
designations, preferences, limitations and relative rights as shall be stated
in the articles, except that capital stock as such shall have no voting power
except as specifically authorized in this chapter.
(2) The articles may require that members
own one or more shares of membership stock, and may provide limitations on the
issuance and transferability of such stock. Unless restricted by the articles,
stock other than membership stock may be issued or transferred without
limitation.
(3) Shares having a par value may be
issued for such consideration expressed in dollars, not less than the par value
thereof, as shall be fixed from time to time by the board. Shares without par
value, may be issued for such consideration expressed in dollars as may be
fixed for such shares by the board. Payment for shares may be in cash or other
property, tangible or intangible. If in other property, the value thereof shall
be determined by the board, and such determination, if made in good faith, is
conclusive.
(4) No certificate shall be issued for any
share until such share is fully paid.
(5) Shareholders as such have no
preemptive right to purchase additional shares. [1957 c.716 §12; 1963 c.156 §1]
62.180 [Repealed by 1957 c.716 §76]
62.185
Certificates of stock; contents. Each certificate of stock of a cooperative shall bear the manual or
facsimile signature of a principal officer and shall include the following
information:
(1) The name of the cooperative, number
and class of the shares represented by the certificate, the par value of each
share or a statement that the shares are without par value, and if the shares
are membership stock, their designation as such.
(2) Any restrictions on the issuance or
transfer of such shares.
(3) If more than one class of stock is
authorized or if stock is authorized in a cooperative which requires a
membership fee of its members, designation of the several classes of stock and
the respective preferences, limitations and relative rights of such classes. In
lieu of a full statement, the information required by this subsection may be
given in summary form. [1957 c.716 §13]
62.190 [Repealed by 1957 c.716 §76]
62.195
Voting by shareholders. (1)
A shareholder may vote either in person or by proxy executed in writing by the
shareholder or by the duly authorized attorney-in-fact of the shareholder. No
proxy shall be valid after 11 months from the date of its execution unless
otherwise provided in the proxy. The following provisions, relating to voting
of shares, apply to shareholders of cooperatives and shares of the capital
stock of cooperatives other than membership stock:
(a) Shares standing in the name of another
domestic or foreign cooperative may be voted by such officer, agent or proxy as
the bylaws of the cooperative may prescribe, or, in the absence of such
provision, as the board of directors of the cooperative may determine.
(b) An administrator, executor, guardian
or conservator holding shares may vote the shares, either in person or by
proxy, without a transfer of such shares into the name of the administrator,
executor, guardian or conservator. Shares standing in the name of a trustee may
be voted by the trustee, either in person or by proxy, but no trustee shall be
entitled to vote shares held by the trustee without a transfer of the shares
into the trustees name.
(c) Shares standing in the name of a
receiver may be voted by the receiver, and shares held by or under control of a
receiver may be voted by the receiver without the transfer thereof into the
receivers name if authority so to do is contained in an appropriate order of
the court by which the receiver was appointed.
(d) A shareholder whose shares are pledged
shall be entitled to vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.
(3) For the purpose of determining shareholders
entitled to notice of or to vote at meetings, or entitled to receive payment of
any dividend, the bylaws may fix in advance a date as the record date for any
such determination of shareholders. Such date shall be not more than 50 days
and not less than 10 days prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If no such record
date is fixed by the bylaws, the date on which notice of the meeting is mailed
or the date on which the resolution of the board of directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting has been made as provided in this section, such
determination shall apply to any adjournment of that meeting. [1957 c.716 §15;
1987 c.94 §81]
62.200 [Repealed by 1957 c.716 §76]
62.205
Subscription agreement for shares or agreement to pay a membership fee;
default. (1) A subscription
agreement for shares, including membership stock, of a cooperative, where the
subscription is entered into before incorporation, or an agreement entered into
before incorporation to pay a membership fee is irrevocable for six months
unless:
(a) Otherwise provided by the subscription
agreement or the agreement to pay a membership fee; or
(b) All subscribers or parties to all the
agreements to pay a membership fee consent to the revocation.
(2) If a subscriber defaults in payment of
money or property under a subscription agreement entered into before
incorporation, or if a party to an agreement to pay a membership fee defaults
in the payment of money or property under an agreement to pay a membership fee
entered into before incorporation, the cooperative may collect the amount owed
as any other debt. Alternatively, unless the subscription agreement or
agreement to pay a membership fee provides otherwise, the cooperative may
rescind the agreement if the debt remains unpaid more than 20 days after the
cooperative sends written demand for payment to the subscriber or the party. [1957
c.716 §16; 1995 c.195 §3]
62.210 [Repealed by 1957 c.716 §76]
62.215
Limitation of liability of members and shareholders. Except for debts lawfully contracted between
a member or shareholder and the cooperative, no member or shareholder is liable
for the acts or debts of the cooperative to an amount exceeding the sum
remaining unpaid on the subscription of the member or shareholder for shares of
the cooperative, and the sum remaining unpaid on such members membership fee
if such fee is required by the cooperative. [1957 c.716 §17; 1995 c.195 §4]
62.220 [Repealed by 1957 c.716 §76]
62.225
Dividends on capital stock.
A cooperative organized with capital stock may pay a dividend upon capital
stock as is authorized by its articles. A payment under this section shall not
be made if the result of the payment would be to bring the value of the
cooperatives remaining assets below the aggregate of the cooperatives
indebtedness. [1957 c.716 §18; 1995 c.195 §5]
62.230 [Repealed by 1957 c.716 §76]
62.235
Recall, exchange or redemption of stock or other evidence of equity by
cooperative. (1) Unless the
articles provide otherwise, a cooperative may recall membership stock upon
termination of membership, acquire, exchange, redeem, and reissue its own
shares or other evidences of equity. Consideration paid for shares of
membership stock recalled by the cooperative shall be the par value thereof and
accrued and unpaid dividends, if any, except that if such shares have no par
value the consideration paid therefor shall be the consideration in dollars for
which the shares were issued plus accrued and unpaid dividends. The cooperative
may set off obligations to it of the holder of membership stock or other stock
or other evidence of equity, including capital credits or accounts representing
capital credits. The cooperative shall have a continuing perfected security
interest in the evidence of equity, capital credits or accounts representing
capital credits to secure payment of any indebtedness, whenever incurred, owed
to the cooperative by the holder. Notwithstanding any other provision of law,
the security interest shall take priority over all other perfected security
interests. No such acquisition, recall or redemption of stock or other evidence
of equity shall be made if the result thereof would be to bring the value of
the remaining assets of the cooperative below the aggregate of its
indebtedness. The articles may provide other limitations on the right of a
cooperative to acquire, recall, exchange or redeem its shares or other
evidences of equity.
(2) When shares are acquired, recalled,
exchanged or redeemed by the cooperative, such shares shall be restored to the
status of authorized but unissued shares. [1957 c.716 §14; 1993 c.428 §1]
62.240 [Repealed by 1957 c.716 §76]
62.245
Missing certificates or evidence of interest in cooperative; missing records
relating to redemption of interest in cooperative. (1) When a certificate of membership in a cooperative
or a certificate for a share or shares of membership or capital stock, if
certificated, in a cooperative, or other written evidence of the apportionment,
distribution and payment of net proceeds or savings of the cooperative, or of
any indebtedness or other equity interest in a cooperative, issued by a
cooperative is missing, the cooperative shall issue a duplicate thereof upon
the request of the owner and upon the furnishing of such indemnity as may be
required by the cooperative.
(2) When records showing ownership of
membership in a cooperative or of a share or shares of membership or capital
stock in a cooperative, or of the apportionment, distribution and payment of
net proceeds or savings of the cooperative, or of any indebtedness or other equity
interest in a cooperative, are missing and if the information which is missing
is necessary to a proposed redemption of any of the items described in this
subsection, the cooperative may give notice and redeem the items as follows:
(a) The cooperative shall set aside an
amount equal to the value of the items to be redeemed.
(b) The cooperative shall give notice of
the redemption to all owners of items of which the cooperative has knowledge.
(c) If there are items the ownership of
which is unknown to the cooperative, it shall publish notice of the redemption
at least once a month for four months in a newspaper of general circulation in
the county in which the registered office of the cooperative is located.
(d) After the completion of the publication,
any unclaimed outstanding items represented by the missing records may then be
terminated in accordance with the provisions of this chapter dealing with
unclaimed distributions, redemptions or proceeds. [1957 c.716 §19; 1995 c.195 §6]
62.250 [Repealed by 1957 c.716 §76]
62.255
Meetings of members. (1)
Meetings of members may be held either within or without this state as may be
provided in the bylaws, and in the absence of a bylaw provision such meetings
shall be held at the principal place of business of the cooperative.
(2) An annual meeting of the members shall
be held at such time or within such time as may be provided in the bylaws. If
the bylaws do not fix a time for such meeting, the annual meeting shall be held
in each calendar year at such time as the board shall determine. Failure to
hold the annual meeting at the designated time does not work a forfeiture or
dissolution of the cooperative.
(3) Special member meetings may be called
by the president or the board; or the secretary shall call such a meeting upon
the filing of a petition stating the business to be brought before the meeting
signed by not less than 10 percent of the members of the cooperative.
(4) Written or printed notice, stating the
place, day and hour, and in case of a special member meeting the purposes for
which the meeting is called, shall be given to each member and each
shareholder, if shareholders are entitled to vote at such meeting, either
personally or by mail not less than seven or more than 30 days before the meeting
by direction of the person calling the meeting. If mailed, the notice shall be
deemed to be given when deposited in the
(5) A cooperative may provide in its
bylaws:
(a) For the formation of districts and the
holding of member meetings by districts and that elections of directors may be
held at district meetings.
(b) That district meetings may elect
delegates who shall represent their districts in annual and special meetings of
the members. Notice of district meetings shall be given in the same manner as
prescribed in this section for member meetings. [1957 c.716 §20]
62.260 [Repealed by 1957 c.716 §76]
62.265
Voting by members. (1) At
any member meeting each member has one vote except that bylaws may authorize
voting according to actual, estimated or potential patronage, or a combination
of such plans of voting. Shares of stock as such shall not be given voting
power except in the specific instances authorized by this chapter.
(2) Members as such shall not vote by
proxy; but a member that is a corporation, association or partnership may
designate a representative to cast its vote. In the absence of written notice
that some person has been designated to represent a member which is other than
a natural person, such member may be represented by any of its principal
officers. If the bylaws of a cooperative provide for the formation of districts
and the election of delegates at district meetings to represent their districts
in member meetings, such representation is not considered voting by proxy, and
the delegates so elected shall cast the votes to which members represented by
them are entitled on such matters as are not covered by mail ballots submitted
to all members.
(3) If the bylaws so provide, the board
may cause to be submitted by mail ballot any question to be voted on at any
member meeting, including the election of directors. In such event the
secretary shall mail to each member along with the notice of the meeting, the
ballot on each such question and a voting envelope. The ballot may be cast only
in a sealed envelope which is authenticated by the members signature. A vote
so cast shall be counted as if the member were present and voting in person.
(4) The bylaws may set forth provisions,
not inconsistent with this chapter, relating to the methods and procedures for
voting. [1957 c.716 §21]
62.270 [Repealed by 1957 c.716 §76]
62.275
Quorum of members. (1) Those
members present at any annual or special member meeting of a cooperative
constitute a quorum at the meeting, unless the bylaws of that cooperative
provide that a greater number constitutes a quorum.
(2) Any action taken at a member meeting
of a cooperative subsequent to December 31, 1953, and prior to January 1, 1958,
which would have been effective except for the absence of a quorum shall be
deemed effective in all respects if there were present at such meeting a quorum
of members as provided in the bylaws of that cooperative which were in effect at
the time of that meeting. [1957 c.716 §22]
62.280
Board of directors. (1) The
corporate powers of a cooperative shall be exercised by or under the authority
of the board of directors, and the business and affairs of a cooperative shall
be managed under the direction of the board of directors. Except as provided in
subsection (2) of this section, each director, at all times during the directors
term of office, shall be a member or a representative of a member which is
other than a natural person. Unless the bylaws otherwise provide, directors
need not be residents of this state.
(2) If authorized by the bylaws of the
cooperative, a cooperative other than a telecommunications cooperative or
electric cooperative may have one or more directors who are not members or
representatives of members that are other than natural persons. A majority of
the directors of a cooperative described in this subsection must be members or
representatives of members that are not natural persons.
(3) The bylaws may prescribe any other
qualifications for directors and may provide that directors be from specified
territorial districts. The bylaws may also provide that voting on the election
of directors from specified territorial districts may be limited to members
from the respective districts without the obligation to hold district meetings.
(4) The number of directors of a
cooperative shall be not less than three, unless the number of members of the
cooperative is less than three. If the number of members of the cooperative is
less than three, the number of directors shall not be less than the number of
members of the cooperative. Subject to this limitation, the number of directors
shall be fixed or determined by the bylaws, except as to the number
constituting the initial board, which number shall be fixed by the articles.
(5) Directors constituting the initial
board named in the articles shall hold office until the first annual meeting of
the members and until their successors are elected and take office. At that
meeting and thereafter, directors shall be elected by the members in the manner
and for the term of office, not to exceed three years, provided in the bylaws.
Each director shall begin immediately to discharge the duties of director and,
subject to resignation or removal, shall hold office for the term for which the
director was elected and until a successor takes office.
(6) A director may be removed upon a
majority vote of all members voting in person thereon at a duly called member
meeting if written reasons for removal of the director are included in the
notice of the meeting and the director whose removal is sought has had an
opportunity to answer the reasons at the meeting. The written statement of
reasons for removal shall be filed with the minutes of the meeting. The bylaws
may contain such other provisions for the removal of a director as may be
consistent with the provisions of this subsection.
(7) Unless the bylaws provide otherwise,
any vacancy occurring in the board may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum of the board. The
director elected to fill a vacancy shall be elected for the unexpired term of
the directors predecessor in office. [1957 c.716 §23; 1981 c.542 §2; 1995
c.195 §7; 2007 c.336 §1]
62.283
Standard of conduct for directors; permissible reliance on opinions and reports
of others; limitation of liability. (1) A director shall discharge the duties of a director, including the
duties as a member of a committee, in good faith, with the care an ordinarily
prudent person in a like position would exercise under similar circumstances
and in a manner the director reasonably believes to be in the best interests of
the cooperative.
(2) In discharging the duties of a
director, a director is entitled to rely on information, opinions, reports or
statements including financial statements and other financial data, if prepared
or presented by:
(a) One or more officers or employees of
the cooperative whom the director reasonably believes to be reliable and
competent in the matters presented;
(b) Legal counsel, public accountants or
other persons as to matters the director reasonably believes are within the
persons professional or expert competence; or
(c) A committee of the board of directors
of which the director is not a member if the director reasonably believes the
committee merits confidence.
(3) A director is not acting in good faith
if the director has knowledge concerning the matter in question that makes
reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) A director is not liable for any
action taken as a director, or any failure to take any action, if the director
performed the duties of the directors office in compliance with this section.
(5) When evaluating any offer of another
party to make a tender or exchange offer for any equity security of the
cooperative or any proposal to merge or consolidate the cooperative with
another corporation or cooperative or to purchase or otherwise acquire all or
substantially all the properties and assets of the corporation or cooperative,
the directors of the cooperative may, in determining what they believe to be in
the best interests of the cooperative, give due consideration to the social,
legal and economic effects on employees, customers and suppliers of the
cooperative and on the communities and geographical areas in which the
cooperative and its subsidiaries operate, the economy of the state and nation,
the long term as well as short term interests of the cooperative and its
members, including the possibility that these interests may be best served by
the continued independence of the cooperative, and other relevant factors. [1981
c.542 §3; 1995 c.195 §8]
62.284
Director conflict of interest.
(1) A conflict of interest transaction is a transaction with the cooperative,
other than in the ordinary course of business for which the cooperative is
organized, whether or not on a patronage basis, in which a director of the
cooperative has a direct or indirect interest. A conflict of interest
transaction is not voidable by the cooperative solely because of the directors
interest in the transaction if any one of the following is true:
(a) The material facts of the transaction
and the directors interest were disclosed or known to the board of directors
or a committee of the board of directors, and the board of directors or
committee authorized, approved or ratified the transaction;
(b) The material facts of the transaction
and the directors interest were disclosed or known to the members entitled to
vote and they authorized, approved or ratified the transaction; or
(c) The transaction was fair to the
cooperative.
(2) For purposes of this section, a
director of the cooperative has an indirect interest in a transaction if:
(a) Another entity in which the director
has a material financial interest or in which the director is a general partner
is a party to the transaction; or
(b) Another entity of which the director
is a director, officer or trustee is a party to the transaction and the
transaction is or should be considered by the board of directors of the
cooperative.
(3) For purposes of subsection (1)(a) of
this section, a conflict of interest transaction is authorized, approved or
ratified if it receives the affirmative vote of a majority of the directors on
the board of directors, or on the committee, who have no direct or indirect
interest in the transaction. A transaction may not be authorized, approved or
ratified under this section by a single director, unless only one director is
authorized to serve pursuant to ORS 62.280. If a majority of the directors who
have no direct or indirect interest in the transaction vote to authorize,
approve or ratify the transaction, a quorum is present for the purpose of
taking action under this section. The presence of, or a vote cast by, a
director with a direct or indirect interest in the transaction does not affect
the validity of any action taken under subsection (1)(a) of this section if the
transaction is otherwise authorized, approved or ratified as provided in
subsection (1) of this section.
(4) For purposes of subsection (1)(b) of
this section, a conflict of interest transaction is authorized, approved or
ratified if it receives the vote of a majority of the member votes entitled to
be counted under this subsection. Any director who is a member who has a direct
or indirect interest in the transaction, and any votes by a member under the
control of an entity described in subsection (2)(a) of this section may be
counted in a vote of members to determine whether to authorize, approve or
ratify a conflict of interest transaction under subsection (1)(b) of this
section. A majority of the members, whether or not present, that are entitled
to be counted in a vote on the transaction under this subsection constitutes a
quorum for the purpose of taking action under this section. [1995 c.195 §9]
62.285
Meetings of board of directors.
(1) Regular or special meetings of the board may be held either within or
without this state.
(2) Regular meetings of the board may be
held with or without notice as prescribed in the bylaws. Special meetings of
the board shall be held upon such notice as is prescribed in the bylaws.
Attendance of a director at a meeting shall constitute a waiver of notice of
the meeting except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.
(3) Unless the bylaws provide otherwise,
the purposes of any meeting of the board need not be specified in the notice or
waiver of notice of the meeting.
(4) Unless a greater number is required in
the bylaws, a majority of the number of directors fixed by or determined
pursuant to the bylaws, or in the absence of a bylaw fixing the number of
directors, then of the number stated in the articles, shall constitute a quorum
for the transaction of business. Unless a greater number is required in the
bylaws, an act of the majority of the directors present at a meeting at which a
quorum is present is the act of the board. [1957 c.716 §24]
62.286
Loans to or guarantees for directors. (1) Except as provided by subsection (3) of this section, a
cooperative may not lend money to or guarantee the obligation of a director of
the cooperative unless:
(a) The particular loan or guarantee is
approved by a majority of the votes of all the members excluding the votes of
any member who is a benefited director; or
(b) The cooperatives board of directors
determines that the loan or guarantee benefits the cooperative and either
approves the specific loan or guarantee or a general plan authorizing the loans
and guarantees.
(2) The fact that a loan or guarantee is
made in violation of this section does not affect the borrowers liability on
the loan.
(3) This section does not apply to loans
and guarantees authorized by statute regulating any special class of
cooperatives. [1995 c.195 §10]
62.287
Directors meeting by conference telephone or similar communications equipment. Unless otherwise restricted by the articles
of incorporation or bylaws of a cooperative, members of the board of directors
of a cooperative or any committee designated by the board may hold a meeting of
the board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall
constitute presence in person at the meeting. [1981 c.542 §5]
62.290
Executive committee. (1) If
the bylaws so provide, the board may elect an executive committee to consist of
three or more directors, which committee to the extent provided in the bylaws
of the cooperative shall have and may exercise all the authority of the board
in the management of the cooperative, except in respect to:
(a) Apportionment or distribution of net
proceeds, savings or losses.
(b) Selection of officers.
(c) Filling of vacancies in the board or
the executive committee.
(2) The board may elect other directors as
alternates for members of the executive committee.
(3) Designation of an executive committee
and the delegation thereto of authority shall not operate to relieve the board
or any member thereof of any responsibility imposed upon the board or member by
law. [1957 c.716 §25]
62.295
Officers. (1) The principal
officers of a cooperative are a president, one or more vice presidents as
prescribed in the bylaws, a secretary and a treasurer. These officers shall be
elected annually by the board at such time and in such manner as the bylaws
provide. The offices of secretary and treasurer may be combined in one person.
At least one principal officer must be a director of the cooperative. The
manager of a cooperative may hold the office of president or any other office.
(2) The bylaws may provide for a
chairperson of the board of directors. The offices of chairperson and president
may be combined in one person. However, notwithstanding subsection (1) of this
section, a person who is not a director may not serve as chairperson of the
board of directors.
(3) Any other officer may be chosen by the
board.
(4) All officers shall have such authority
and perform such duties as the bylaws provide, or as the board may determine,
not inconsistent with the bylaws. Any officer may be removed by the board
whenever in its judgment the best interests of the cooperative will be served
thereby. Election or appointment shall not of itself create contract rights. [1957
c.716 §26; 1969 c.312 §1; 1981 c.542 §4]
62.300
Compensation and benefits to directors, officers and employees. (1) Unless the bylaws provide otherwise,
only the members of the cooperative may establish compensation or other
benefits for a director, not available generally to officers and employees, for
services as a director.
(2) Unless the bylaws provide otherwise,
no director shall hold during the term as director any position in the
cooperative on regular salary.
(3) Unless the bylaws provide otherwise,
the board may provide, for prior or future services of any officer or employee,
reasonable compensation, pension or other benefits to such officer or employee
and pension or other benefits to a member of the family of the officer or
employee or beneficiaries of the officer or employee. No officer or employee
who is a director may take part in any vote on the compensation of the officer
or employee for services rendered or to be rendered the cooperative. [1957
c.716 §27]
62.305
Taking action without meeting; effective date of action. Any action required by this chapter to be
taken at a meeting of the members or directors of a cooperative, or any other
action which may be taken at a meeting of the members, directors or members of
the executive committee, and any matter on which shareholders are entitled to
vote under this chapter, may be taken without a meeting if a consent in writing
setting forth the action so taken is signed by all of the members, directors,
executive committee members or shareholders entitled to vote with respect to
the subject matter thereof. Such consent shall have the same force and effect
as a unanimous vote at a meeting. Unless the consent specifies a different
effective date, action taken under this section is effective when the last
member, director, member of the executive committee or shareholder entitled to
vote, signs the consent. [1957 c.716 §28; 1995 c.195 §11]
62.310 [Repealed by 1957 c.716 §76]
62.315
Waiver of notice. Whenever
any notice is required to be given to any member or director of a cooperative
under the provisions of this chapter or under the provisions of the articles or
bylaws of a cooperative, a waiver thereof in writing signed by the person or
persons entitled to the notice, whether before or after the time stated
therein, is equivalent to the giving of the notice. [1957 c.716 §29]
62.320 [Repealed by 1957 c.716 §76]
62.325
Voting requirements of articles. Whenever the articles require the vote of a greater proportion of the
members or shareholders than required by this chapter, the articles shall
control. [1957 c.716 §30]
62.330 [Repealed by 1957 c.716 §76]
62.335
Action brought in right of cooperative by member or shareholder; attorney fees. (1) No action may be instituted or
maintained in the right of any cooperative by a member or shareholder unless
the member or shareholder:
(a) Alleges in the complaint that the
member or shareholder was a member or shareholder of record when any part of
the transaction of which complained took place, or that the membership or stock
thereafter devolved upon the member or shareholder by operation of law from a
member or shareholder at such time.
(b) Alleges in the complaint with
particularity the efforts of the member or shareholder to secure from the board
such action as desired. The member or shareholder shall further allege that the
member or shareholder has either informed the cooperative or board in writing
of the ultimate facts of each cause of action against each director or
delivered to the cooperative or board a copy of the complaint proposed to be
filed. The member or shareholder shall state the reasons for failure to obtain
such action or the reasons for not making such effort.
(c) Files a complaint in such action
within 20 days after notification given to the cooperative or board as provided
by paragraph (b) of this subsection.
(2) The action shall not be dismissed or
compromised without the approval of the court.
(3) If anything is recovered or obtained
as the result of the action, whether by means of a compromise and settlement or
by a judgment, the court may direct the plaintiff to account to the cooperative
for the remainder of the proceeds.
(4) In an action brought in the right of a
cooperative by fewer than three percent of the members or by holders of less
than three percent of any class of stock outstanding, the defendants may
require the plaintiff to give security for the reasonable expenses of defending
the action, including attorney fees. The amount of the security may thereafter
be increased or decreased in the discretion of the court upon showing that the
security provided is or may be inadequate or is excessive.
(5) The court may award reasonable
attorney fees to the prevailing party in an action under this section. [1957
c.716 §69; 1981 c.897 §15; 1995 c.618 §38]
62.355
Cooperative contracts. (1)
Contracts for any of the following purposes, whether contained in the bylaws or
separately written, are valid when made between a cooperative and any member in
which such member agrees to:
(a) Sell, market or deliver to or through
the cooperative or any facilities furnished by it, all or any specified part of
products produced or to be produced either by the member or under the control
of the member.
(b) Authorize the cooperative or any
facilities furnished by it to act for the member in any manner with respect to
all or any specified part of such products.
(c) Buy or procure from or through the
cooperative or any facilities furnished by it, all or any specified part of
goods or services to be bought or procured by the member.
(d) Authorize the cooperative or any
facilities furnished by it to act for the member in any manner in the
procurement of goods or the procurement or performance of services.
(2) The contract referred to in subsection
(1) of this section may fix and require liquidated damages to be paid by the
member to the cooperative in the event of breach of the contract by the member.
Liquidated damages may be a percentage of the value or a specific amount per
unit of the products, goods or services involved by the breach, or a specific
sum.
(3) Two or more cooperatives may contract
and act in association, corporate or otherwise, to perform collectively any of
their powers or purposes authorized by this chapter. [1957 c.716 §32]
62.360
Recording cooperative contracts. (1) A cooperative may record any contract authorized by ORS 62.355 in
the office of the county clerk of the county in which the member resides or in
which products covered by that contract have been or are to be produced. If the
cooperative has substantially uniform contracts with more than one member
residing or producing such products in any county, it may, in lieu of recording
the original contracts, record:
(a) A true copy of the uniform contract;
and
(b) A sworn list or sworn lists of the
names of members who have executed such contract and who reside or produce such
products in that county, and the effective date of the contract as to each such
member.
(2) The county clerk shall record each
such contract, and shall record alphabetically in the Cooperative Contract
Record the name of each party to that contract. For recording such contract the
fee is the same as for recording a contract under ORS 205.320.
(3) Recording pursuant to this section
shall operate as constructive notice to all persons of the existence and
contents of the contract. Any right, title, interest or lien created as to the
products covered by the contract subsequent to such recording is subject to the
cooperatives right, title or interest under that contract. If the member
creates any mortgage upon or other security interest in any such products
subsequent to such contract recording, and if the member and the mortgagee or
secured party jointly notify the cooperative in writing of the existence and
amount of the mortgage or other security interest, all payments which after
such notice become due from the cooperative to that member by reason of the
cooperatives sale or other handling of those products shall be paid by the
cooperative to the mortgagee or other secured interest until the amount of the
mortgage or secured party has been paid, and the balance thereafter shall be
paid to the member.
(4) When a contract recorded under this
section has been terminated in any manner, the cooperative shall give, upon
demand, a statement of termination to the member party to the contract, who may
record the statement in the office of the county clerk where the contract was
originally filed or recorded. The county clerk shall record the termination and
index the name of the member in the Cooperative Contract Record. A cooperative
may record at any time in the office of the county clerk where the contract was
originally filed or recorded, a sworn list of the names of all persons whose
contracts have been terminated in any manner other than by expiration of their
term, and the county clerk shall record the termination and index the name of
each of those persons in the Cooperative Contract Record. The fee for recording
and indexing a document under this section is the fee established in ORS
205.320. [1957 c.716 §33; 1965 c.632 §6; 1971 c.621 §12; 1975 c.607 §14; 1979
c.833 §15; 1981 c.835 §5; 1999 c.654 §3]
62.365
Relief against breach or threatened breach of contract; penalty for
interference. (1) In the
event of a breach or threatened breach of a cooperative contract authorized by
ORS 62.355, the cooperative is entitled to an injunction to prevent the breach
or any further breach thereof, and to a judgment of specific performance
thereof. Upon filing of a verified complaint showing the breach or threatened
breach, and upon filing a sufficient bond, the cooperative is entitled to a
temporary restraining order.
(2) Any person who, with knowledge that a
contract exists, induces or attempts to induce any member to breach the
contract with the cooperative, or who in any manner aids a breach of the
contract, is liable to the cooperative for damages caused by such interference.
The cooperative is also entitled to an injunction to prevent any interference
or further interference with the contract. [1957 c.716 §34; 2003 c.576 §324]
62.370
Civil action for inducing breach of contract with cooperative or spreading
false reports about cooperative. In addition to the remedies provided in ORS 62.365 (2), any person who
knowingly and maliciously induces or attempts to induce any member of a cooperative
to breach a contract of the member with the cooperative authorized by ORS
62.355, or who knowingly and maliciously spreads any false report about the
finances or management of a cooperative is liable, in a civil action, to the
cooperative aggrieved, in the penal sum of $500 for each offense. [1957 c.716 §72]
62.410 [Repealed by 1957 c.716 §76]
62.415
Apportionment and distribution of net proceeds or savings or net losses. (1) The net proceeds or savings of a
cooperative shall be apportioned, distributed and paid periodically to those
persons entitled to receive them, at such times and in such reasonable manner
as the bylaws shall provide; except that net proceeds or savings on patronage
of the cooperative by its members shall be apportioned and distributed among
those members in accordance with the ratio which each members patronage during
the period involved bears to total patronage by all members during that period.
The bylaws may contain any reasonable provisions for the apportionment and charging
of net losses. For the purposes of this section work performed as a member of a
workers cooperative shall be deemed to be patronage of that cooperative.
(2) The apportionment, distribution and
payment of net proceeds or savings required by subsection (1) of this section
may be in cash, credits, capital stock, certificates of interest, revolving
fund certificates, letters of advice or written evidence of indebtedness or
other equity interest issued by the cooperative or by any affiliated domestic or
foreign cooperative association whether or not incorporated under this chapter.
(3) Apportionment and distribution of its
net proceeds or savings or net losses may be separately determined for, and be
based upon patronage of, single or multiple pools, particular departments of
the cooperative, or as to particular commodities, supplies or services, or such
apportionment and distribution may be based upon classification of patronage
according to the type thereof.
(4) A cooperative may provide in its bylaws:
(a) The minimum amount of any single
patronage transaction; and
(b) The minimum aggregate amount of
patronage transactions by any patron during the fiscal year of the cooperative.
(5) Any amount described in subsection (4)
of this section shall be taken into account for the purpose of participation in
allocation and distribution of net proceeds or savings or net losses under this
section.
(6) For the purposes of this section net
proceeds or savings or net losses shall be computed in accordance with generally
accepted accounting principles applicable to cooperative corporations, and
after deducting from gross proceeds or savings any dividends paid upon capital
stock. [1957 c.716 §36; 1963 c.156 §2; 1995 c.79 §15; 1995 c.195 §12]
62.420 [Repealed by 1957 c.716 §76]
62.425
Unclaimed distribution, redemptions or payments. (1) Any distribution of net margins by a
cooperative or any redemption of or payment based upon any indebtedness,
capital stock of a cooperative or other equity interest which remains unclaimed
four years after the date authorized for payment, redemption or retirement may
be forfeited by the board. Any amount forfeited may revert to the cooperative,
if, at least six months prior to the declared date of forfeiture, notice that
the payment is available has been mailed to the last-known address of the
person shown by the cooperatives records to be entitled thereto or, if the
address is unknown, is published as provided by ORS 62.245.
(2) This section applies to payments
authorized before or after January 1, 1958, except that this section does not
authorize the forfeiture prior to January 1, 1959, of any right to any such
amount which would not otherwise have been barred prior to January 1, 1959. [1957
c.716 §37; 1987 c.341 §1; 1995 c.195 §13]
62.430
Payments in name of deceased owner of capital credits or retains in
cooperative. (1) If
authorized by the bylaws, a cooperative may pay the following persons up to
$10,000 in redemption or refund of capital credits or retains recorded on the
books and records of the cooperative in the name of a deceased owner thereof:
(a) The surviving spouse of the deceased
owner;
(b) If there is no surviving spouse, the
deceased owners surviving children 18 years of age or older;
(c) If the deceased owner left no
surviving spouse or surviving children 18 years of age or older, the deceased
owners surviving parents; or
(d) If there is no surviving spouse,
surviving children 18 years of age or older or surviving parent, the deceased
owners surviving brothers and sisters 18 years of age or older.
(2) The affidavit of the person claiming
payment shall:
(a) State where and when the deceased
owner died;
(b) State that the total face value of the
capital credits or retains of the deceased owner in the cooperative does not
exceed $10,000 and that they are free and clear of any security interest or
other lien or encumbrance;
(c) Show the relationship of the affiant
or affiants to the deceased owner;
(d) Embody a promise to pay the expenses
of last sickness, funeral expenses and just debts of the deceased owner out of
the capital credits or retains to be redeemed or refunded to the full extent
thereof if necessary, and to distribute any balance to those persons entitled
thereto by law; and
(e) State any other information deemed
appropriate by the cooperative.
(3) A cooperative is under no obligation
to determine the relationship of the affiant to the deceased owner, or to
determine other than from its books and records whether the deceased owners
capital credits or retains are subject to a security interest or other lien or
encumbrance. Payment made in good faith to the person making the affidavit is a
full acquittance and release of the cooperative for the amount so paid.
(4) A probate proceeding is not necessary
to establish the right of the surviving spouse, surviving children, surviving
parent or surviving brothers and sisters to obtain payment of the capital
credits or retains as provided by this section. However, if a personal
representative is appointed in an estate of a deceased member or patron whose
capital credits or retains have been redeemed or refunded under this section,
the person or persons signing the affidavit shall account for them to the
personal representative.
(5) Nothing in this section shall abrogate
the rights of a cooperative set forth in ORS 62.235, and a cooperatives right
to set off from a deceased owners capital credits or retains any debts owed to
the cooperative by the deceased owner. This section shall not require that redemption
or refund of capital credits or retains be made in accordance with this
section, or otherwise limit or affect the manner in which a cooperative may
pay, redeem, refund, administer or distribute its net savings, or any retains
thereof, capital credits or other equity interests, nor shall it be deemed or
construed to impose any further obligation or liability on a cooperative in its
payment or redemption of retains in excess of $10,000.
(6) Notwithstanding any provision of this
section, if the cooperatives books and records reflect that the deceased owners
capital credits or retains are subject to a security interest or other
encumbrance, the cooperative shall not be relieved of any liability arising
from the security interest or the encumbrance if the redemption or refund of
capital credits is made to the person making the affidavit under this section. [1995
c.195 §31; 1999 c.377 §1]
62.435
(2) A sale, lease, exchange or other
disposition of all, or substantially all, the property and assets, with or
without the goodwill, of a cooperative, if not made in the usual and regular
course of its business, may be made upon such terms and for such consideration,
which may consist in whole or in part of money or property, real or personal,
including shares of any other cooperative, corporation or association, as may
be authorized in the following manner:
(a) The board shall adopt a resolution
recommending the sale, lease, exchange or other disposition and directing the
submission thereof to a vote at a meeting of members, which may be either an
annual or a special meeting, or if there are shareholders the submission shall
be to a joint meeting of members and shareholders.
(b) Written or printed notice shall be
given to each member and to each shareholder within the time and in the manner
provided in ORS 62.255 for the giving of notice of meetings of members, and
shall state that the purpose, or one of the purposes, of the meeting is to
consider the proposed sale, lease, exchange or other disposition.
(c) At the meeting, the members, by
affirmative vote of a majority of the member votes cast thereon, and the
shareholders, by affirmative vote of a majority of the shareholder votes
entitled to be voted thereon, or in the case of an electric or a telephone
cooperative by affirmative vote of two-thirds of all the members and
affirmative vote of two-thirds of the shareholder votes entitled to be voted
thereon, may approve the sale, lease, exchange or other disposition, and may
fix, or may authorize the board to fix, any or all of the terms and conditions
thereof and the consideration to be received by the cooperative therefor.
(3) After authorization by votes of
members and shareholders, the board nevertheless, in its discretion, may
abandon the sale, lease, exchange or other disposition of assets subject to the
rights of third parties under any contracts relating thereto, without further
action or approval by members or shareholders. [1957 c.716 §48]
62.440
Books and records; attorney fees. (1) A cooperative shall keep correct and complete books and records of
account, and shall keep minutes of the proceedings of its members, board and
executive committee. It shall keep at its principal office records of the names
and addresses of all members and shareholders. At any reasonable time, any
member or shareholder, or the agent or attorney of any member or shareholder,
upon written notice stating the purposes thereof, may examine for any proper
purpose any books or records pertinent to the purpose specified in the notice
and may make extracts therefrom, all in accordance with any reasonable
conditions prescribed by the board restricting the disclosure, dissemination or
use by any member or shareholder, or any agent or attorney of any member or
shareholder, of any information therein contained. The board may deny a request
to examine books and records if the board determines that the purpose is not
directly related to the business or affairs of the cooperative and is contrary
to the best interests of the cooperative.
(2) In any action or proceeding to enforce
the rights of members or shareholders provided in this section, the court may
award reasonable attorney fees to the prevailing party. [1957 c.716 §31; 1981
c.897 §16; 1995 c.195 §14; 1995 c.618 §39]
62.455
Annual report; form; effect of error; amendment. (1) Each cooperative shall by its
anniversary deliver to the Office of Secretary of State for filing an annual
report that sets forth:
(a) The name of the cooperative.
(b) The street address of its registered
office and the name of its registered agent at that office in this state.
(c) The address, including street and
number and mailing address, if different, of its principal office.
(d) The names and addresses of the
president and secretary of the cooperative.
(e) The category of the classification
code established by rule of the Secretary of State most closely designating the
primary business activity of the cooperative.
(f) Additional identifying information
that the Secretary of State may require by rule.
(2) The information contained on the
annual report shall be current as of 30 days before the anniversary of the
cooperative.
(3) The Secretary of State shall mail the
annual report form to any address shown for the cooperative in the current
records of the Office of Secretary of State. The failure of the cooperative to
receive the annual report form from the Secretary of State shall not relieve
the cooperative of its duty to deliver an annual report to the Office of
Secretary of State as required by this section.
(4) If an annual report does not contain
the information required by this section, the Secretary of State shall notify
the reporting cooperative in writing and return the report to it for
correction. The cooperative must correct the error within 45 days after the
Secretary of State gives such notice.
(5) A cooperative may deliver to the
Office of Secretary of State for filing an amendment to the annual report if a
change in the information set forth in the annual report occurs after the
report is delivered to the Office of Secretary of State for filing and before
the next anniversary. This subsection applies only to a change that is not
required to be made by an amendment to the articles of incorporation. The
amendment to the annual report must set forth:
(a) The name of the cooperative as shown
on the records of the Office of Secretary of State; and
(b) The information as changed. [1957
c.716 §63; 1963 c.492 §43; 1983 c.717 §25; 1985 c.728 §66; 1987 c.94 §82; 1987
c.843 §16; 2007 c.186 §4]
62.460 [1981 c.542 §6; repealed by 1995 c.195 §46]
INDEMNIFICATION
OF DIRECTORS
62.462
Definitions for ORS 62.462 to 62.482. As used in ORS 62.462 to 62.482:
(1) Cooperative includes any domestic or
foreign predecessor entity of a cooperative in a merger or other transaction in
which the predecessors existence ceased upon consummation of the transaction.
(2) Director means an individual who is
or was a director of a cooperative or an individual who, while a director of a
cooperative, is or was serving at the cooperatives request as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
cooperative, corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise. A director is considered to be serving an employee
benefit plan at the cooperatives request if the directors duties to the
cooperative also impose duties on or otherwise involve services by the director
to the plan or to participants in or beneficiaries of the plan. Director
includes, unless the context requires otherwise, the estate or personal
representative of a director.
(3) Expenses includes counsel fees.
(4) Liability means the obligation to
pay a judgment, settlement, penalty or fine, including an excise tax assessed
with respect to an employee benefit plan or reasonable expenses incurred with
respect to a proceeding.
(5) Officer means an individual who is
or was an officer of a cooperative or an individual who, while an officer of a
cooperative, is or was serving at the cooperatives request as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
cooperative, corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise. An officer is considered to be serving an employee
benefit plan at the cooperatives request if the officers duties to the
cooperative also impose duties on or include services by the officer to the
employee benefit plan or to participants in or beneficiaries of the plan. Officer
includes, unless the context requires otherwise, the estate or personal
representative of an officer.
(6) Party includes an individual who
was, is or is threatened to be made a named defendant or respondent in a
proceeding.
(7) Proceeding means any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal. [1995 c.195 §15]
62.464
Authority to indemnify director; report to members. (1) Except as provided in subsection (4) of
this section, a cooperative may indemnify an individual made a party to a
proceeding because the individual is or was a director against liability
incurred in the proceeding if:
(a) The conduct of the individual was in
good faith;
(b) The individual reasonably believed
that the individuals conduct was in the best interests of the cooperative, or
at least not opposed to its best interests; and
(c) In the case of any criminal
proceeding, the individual had no reasonable cause to believe the individuals
conduct was unlawful.
(2) A directors conduct with respect to
an employee benefit plan for a purpose the director reasonably believed to be
in the interests of the participants in and beneficiaries of the plan is
conduct that satisfies the requirement of subsection (1)(b) of this section.
(3) The termination of a proceeding by
judgment, order, settlement or conviction or upon a plea of nolo contendere or
its equivalent is not, of itself, determinative that the director did not meet
the standard of conduct described in this section.
(4) A cooperative may not indemnify a
director under this section:
(a) In connection with a proceeding by or
in the right of the cooperative in which the director was adjudged liable to
the cooperative; or
(b) In connection with any other
proceeding charging improper personal benefit to the director in which the
director was adjudged liable on the basis that personal benefit was improperly
received by the director.
(5) Indemnification permitted under this
section in connection with a proceeding by or in the right of the cooperative
is limited to reasonable expenses incurred in connection with the proceeding.
(6) If a cooperative indemnifies or
advances expenses to a director under this section or ORS 62.466, 62.468 or
62.472 in connection with a proceeding by or in the right of the cooperative,
the cooperative shall report the indemnification or advance in writing to the
members with or before the notice of the next membership meeting. [1995 c.195 §16]
62.465 [1981 c.542 §7; repealed by 1995 c.195 §46]
62.466
Mandatory indemnification of director. Unless limited by its articles of incorporation, a cooperative shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the director was a party because of
being a director of the cooperative against reasonable expenses incurred by the
director in connection with the proceeding. [1995 c.195 §17]
62.468
Advance for expenses. (1) A
cooperative may pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of final disposition of the
proceeding if:
(a) The director furnishes the cooperative
a written affirmation of the directors good faith belief that the director has
met the standard of conduct described in ORS 62.464; and
(b) The director furnishes the cooperative
a written undertaking, executed personally or on the directors behalf, to
repay the advance if it is ultimately determined that the director did not meet
the standard of conduct.
(2) The undertaking required by subsection
(1)(b) of this section must be an unlimited general obligation of the director
but need not be secured and may be accepted without reference to financial
ability to make repayment.
(3) Any authorization of payments under
this section may be made by provision in the articles of incorporation, or
bylaws, by a resolution of the members or board of directors or by contract. [1995
c.195 §18]
62.470 [1981 c.542 §8; repealed by 1995 c.195 §46]
62.472
Court-ordered indemnification.
Unless the cooperatives articles of incorporation provide otherwise, a
director of the cooperative who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving
any notice the court considers necessary may order indemnification if it
determines:
(1) The director is entitled to mandatory
indemnification under ORS 62.466, in which case the court shall also order the
cooperative to pay the directors reasonable expenses incurred to obtain
court-ordered indemnification; or
(2) The director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not the director met the standard of conduct set forth in ORS 62.464 or was
adjudged liable as described in ORS 62.464 (4), whether the liability is based
on a judgment, settlement or proposed settlement or otherwise. [1995 c.195 §19]
62.474
Determination and authorization of indemnification. (1) A cooperative may not indemnify a
director under ORS 62.464 unless authorized in the specific case after a
determination has been made that indemnification of the director is permissible
in the circumstances because the director has met the standard of conduct set
forth in ORS 62.464.
(2) A determination that indemnification
of a director is permissible shall be made:
(a) By the board of directors by majority
vote of a quorum consisting of directors not at the time parties to the
proceeding;
(b) If a quorum cannot be obtained under
paragraph (a) of this subsection, by a majority vote of a committee duly
designated by the board of directors consisting solely of two or more directors
not at the time parties to the proceeding. However, directors who are parties
to the proceeding may participate in designation of the committee;
(c) By special legal counsel selected by
the board of directors or its committee in the manner prescribed in paragraph
(a) or (b) of this subsection or, if a quorum of the board of directors cannot
be obtained under paragraph (a) of this subsection and a committee cannot be
designated under paragraph (b) of this subsection, the special legal counsel
shall be selected by majority vote of the full board of directors, including
directors who are parties to the proceeding; or
(d) By the members.
(3) Authorization of indemnification and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if the
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall be made
by those entitled under subsection (2)(c) of this section to select counsel. [1995
c.195 §20]
62.475 [1981 c.542 §9; repealed by 1995 c.195 §46]
62.476
Indemnification of officers, employees and agents. Unless a cooperatives articles of
incorporation provide otherwise:
(1) An officer of the cooperative is
entitled to mandatory indemnification under ORS 62.466, and is entitled to
apply for court-ordered indemnification under ORS 62.472, in each case to the
same extent as a director under ORS 62.466 or 62.472.
(2) The cooperative may indemnify and
advance expenses under ORS 62.462 to 62.482 to an officer, employee or agent of
the cooperative to the same extent as to a director. [1995 c.195 §21]
62.478
Insurance. A cooperative may
purchase and maintain insurance on behalf of an individual against liability
asserted against or incurred by the individual who is or was a director,
officer, employee or agent of the cooperative or who, while a director,
officer, employee or agent of the cooperative, is or was serving at the request
of the cooperative as a director, officer, partner, trustee, employee or agent
of another foreign or domestic cooperative, corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise. The cooperative may
purchase and maintain the insurance even if the cooperative has no power to
indemnify the individual against the same liability under ORS 62.464 or 62.466.
[1995 c.195 §22]
62.480 [1981 c.542 §10; repealed by 1995 c.195 §46]
62.482
Application of ORS 62.462 to 62.482. (1) The indemnification and provisions for advancement of expenses
provided by ORS 62.462 to 62.482 shall not be deemed exclusive of any other
rights to which directors, officers, employees or agents may be entitled under
the cooperatives articles of incorporation or bylaws, any agreement, general
or specific action of its board of directors, vote of members or otherwise, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. Specifically and not by way of limitation, a
cooperative shall have the power to make or agree to make any further
indemnification, including advancement of expenses, of:
(a) Any director as authorized by the
articles of incorporation, any bylaws approved, adopted or ratified by the
members or any resolution or agreement approved, adopted or ratified, before or
after such indemnification or agreement is made, by the members, provided that
no such indemnification shall indemnify any director from or on account of acts
or omissions for which liability could not be eliminated under ORS 62.513
(4)(e); and
(b) Any officer, employee or agent who is
not a director as authorized by its articles of incorporation or bylaws,
general or specific action of its board of directors or agreement. Unless the
articles of incorporation, or any such bylaws, agreement or resolution provide
otherwise, any determination as to any further indemnity under this paragraph
shall be made in accordance with ORS 62.474.
(2) If articles of incorporation limit
indemnification or advance of expenses, any indemnification or advance of
expenses is valid only to the extent consistent with the articles of
incorporation.
(3) ORS 62.462 to 62.482 do not limit a
cooperatives power to pay or reimburse expenses incurred by a director in
connection with the directors appearance as a witness in a proceeding at a
time when the director has not been made a named defendant or respondent to a
proceeding. [1995 c.195 §23; 2007 c.186 §5]
62.505 [1957 c.716 §5; 1963 c.492 §44; 1975 c.161 §2;
1981 c.633 §62; 1985 c.728 §67; repealed by 1987 c.94 §174]
62.510 [1957 c.716 §6; 1963 c.492 §45; 1983 c.717 §26;
1985 c.728 §68; 1987 c.94 §83; repealed by 1995 c.195 §46]
FORMATION OF
COOPERATIVES
62.511
Incorporators; articles of incorporation. One or more individuals 18 years of age or older, a domestic or
foreign corporation or cooperative, a partnership or an association may act as
incorporators of a cooperative by delivering articles of incorporation to the
Office of Secretary of State for filing. [1995 c.195 §24]
62.513
Contents of articles of incorporation; rules. (1) The articles of incorporation shall set forth:
(a) The name of the cooperative, which
satisfies the requirements of ORS 62.131.
(b) The purposes for which the cooperative
is organized. It shall be sufficient to state, either alone or with other
purposes, that the purpose of the cooperative is to engage in any lawful
activity for which cooperatives may be organized under this chapter, and by
such statement, all lawful activities shall be within the purposes of the
cooperative, except for express limitations, if any.
(c) Whether the cooperative is organized
with or without membership stock, and if organized without membership stock the
amount of the membership fee and whether the membership fee may be changed in
accordance with a procedure established in the bylaws without the necessity of
filing amended or restated articles, and the limitations, if any, on transfer
of a membership.
(d) The number and par value, if any, of
shares of each authorized class of stock, and if more than one class is
authorized, the designation, preferences, limitations and relative rights of
each class.
(e) Which classes of stock, if any, are
membership stock, and the limitations upon transfer, if any, applicable to such
stock.
(f) Any limitation of the right to acquire
or recall any stock.
(g) The basis of distribution of assets in
the event of dissolution or liquidation.
(h) The street address of the cooperatives
initial registered office and the name of its initial registered agent who
shall be amenable to service of process at the address.
(i) A mailing address to which the
Secretary of State may mail notices as required by this chapter.
(j) The number of directors constituting
the initial board of directors.
(k) The name and address of each
incorporator.
(2) Duration shall be perpetual unless the
articles of incorporation expressly limit the period of duration.
(3) It is not necessary to set forth in
the articles any of the corporate powers enumerated in this chapter. The
articles may include additional provisions, not inconsistent with law, for the
regulation of the internal affairs of the cooperative, including any provision
that restricts the transfer of shares or that under this chapter is required or
permitted to be set forth in the bylaws. Any provision required or permitted in
the bylaws has equal force and effect if stated in the articles. Whenever a
provision of the articles is inconsistent with a bylaw, the articles control.
(4) Without limiting the provisions of
subsection (3) of this section, the articles of incorporation may set forth:
(a) The names of the initial directors;
(b) The addresses of the initial
directors;
(c) The names and addresses of the
president and secretary;
(d) Provisions regarding:
(A) Managing the business and regulating
the affairs of the cooperative; and
(B) Defining, limiting and regulating the
powers of the cooperative, its board of directors and members;
(e) A provision eliminating or limiting
the personal liability of a director to the cooperative, its members or its
shareholders for monetary damages for conduct as a director, provided that the
provision shall not eliminate or limit the liability of a director for any act
or omission occurring prior to the date when the provision becomes effective
and the provision shall not eliminate or limit the liability of a director for:
(A) Any breach of the directors duty of
loyalty to the cooperative, its members or its shareholders;
(B) Acts or omissions that are not in good
faith or that involve intentional misconduct or a knowing violation of law; or
(C) Any transaction from which the
director derived an improper personal benefit; and
(f) Any provision that under this chapter
is required or permitted to be set forth in the bylaws.
(5) The Secretary of State by rule may
require additional identifying information. [1995 c.195 §25; 2007 c.186 §6]
62.515
Organization meeting of directors. After the issuance of the certificate of incorporation an organization
meeting of the board of directors named in the articles shall be held, either
within or without this state, at the call of a majority of the incorporators,
for the purpose of adopting bylaws, electing officers and the transaction of
such other business as may come before the meeting. [1957 c.716 §7]
AMENDMENT OF
ARTICLES
62.555
Right to amend articles of incorporation. (1) A cooperative may amend its articles from time to time in any and
as many respects as may be desired, so long as its articles as amended contain
only such provisions as might be lawfully contained in original articles at the
time of making the amendment, and, if a change in shares or the rights of
shareholders or members, or an exchange, reclassification or cancellation of
shares or rights of shareholders or members is to be made, such provisions as
may be necessary to effect the change, exchange, reclassification or
cancellation.
(2) Amendments to the articles shall be
made in the following manner:
(a) The board shall adopt a resolution
setting forth the proposed amendment and directing that it be submitted to a
vote at a meeting of the members of the cooperative, which may be either an
annual or a special meeting.
(b) Written or printed notice setting
forth the proposed amendment or a summary of the changes to be effected thereby
shall be given to each member of record within the time and in the manner
provided in ORS 62.255 for the giving of notice of meetings of members. If the
meeting is an annual meeting, the proposed amendment or the summary may be
included in the notice of the annual meeting.
(c) At the meeting a vote of the members
shall be taken on the proposed amendment. The proposed amendment is adopted
upon receiving the affirmative vote of a majority of the member votes cast
thereon, unless shareholders are entitled by ORS 62.560 to vote on the proposed
amendment, in which event the proposed amendment is adopted upon receiving the
approval of shareholders as specified in ORS 62.560, as well as the affirmative
vote of a majority of member votes cast thereon. Any number of amendments may
be submitted to the members and voted upon by them at one meeting. [1957 c.716 §38]
62.560
Shareholder voting on amendments to articles. (1) If a proposed amendment to articles would affect a shareholder,
such shareholder, whether or not permitted to vote by the articles, is entitled
to cast one vote on the amendment regardless of the dollar amount of stock or
number of affected classes of stock held by the shareholder; except that the
articles may permit such affected shareholder to cast one vote for each share
of stock the shareholder holds other than membership stock. A member holding
stock affected by a proposed amendment may vote both as a member and as an
affected shareholder.
(2) If any shareholder is entitled to vote
on a proposed amendment, the meeting at which that proposed amendment is to be
voted upon shall be a joint meeting of members and affected shareholders, and
notice of that meeting together with a copy of the proposed amendment or a
summary of the changes to be effected thereby shall be given to each such
shareholder of record entitled to vote thereon within the time and in the
manner provided in ORS 62.255 for the giving of notice of meetings of members.
The proposed amendment is adopted only if it receives the affirmative vote of a
majority of the votes of the affected shareholders entitled to vote thereon.
(3) For the purpose of this section, a
shareholder is affected as to any class of stock owned by the shareholder only
if an amendment would expressly:
(a) Decrease the dividends to which that
class may be entitled or change the method by which the dividend rate on that
class is fixed.
(b) Restrict rights to transfer that
class.
(c) Give to another existing or any new
class of stock or equity interest not previously entitled thereto any
preference as to dividends or upon dissolution which is the same or higher than
preferences of that class.
(d) Change the par value of shares of that
class or of any other class having the same or higher preferences as to
dividends or upon dissolution.
(e) Increase the number of authorized
shares of any class having a higher preference as to dividends or upon
dissolution.
(f) Require or permit an exchange of
shares of any class with lower preferences as to dividends or upon dissolution
for shares of that class or any other class with the same or higher
preferences. [1957 c.716 §39]
62.565
Articles of amendment; effect of amendment. (1) Following adoption of an amendment or amendments to articles as
provided in this chapter, articles of amendment shall set forth:
(a) The name of the cooperative.
(b) The text of each amendment adopted.
(c) The date of the adoption of the
amendment by the members.
(d) The numbers of members voting for and
against the amendment.
(e) If affected shareholders had the right
to vote under ORS 62.560, the number of affected shareholders, the number of
shareholder votes entitled to be voted thereon, and the numbers of such votes
cast for and against the amendment.
(2) No amendment shall affect any existing
cause of action in favor of or against the cooperative, or any pending suit to
which the cooperative is a party, or the existing rights of persons other than
members or affected shareholders; and, if the cooperatives name is changed by
amendment, no suit brought by or against the cooperative under its former name
shall abate for that reason. [1957 c.716 §40; 1981 c.633 §63; 1985 c.728 §69;
1987 c.94 §85; 1995 c.195 §32]
62.570
Restated articles. (1) A
cooperative by action taken in the same manner as required for amendment of
articles of incorporation may adopt restated articles of incorporation. The
restated articles of incorporation may contain any changes in the articles of
incorporation that could be made by amendment regularly adopted. Adoption of
restated articles of incorporation containing any such changes shall have the
effect of amending the existing articles of incorporation to conform to the
restated articles, without further action of the board of directors or
shareholders.
(2) Restated articles of incorporation
shall contain all the statements required under this chapter to be included in
original articles of incorporation except that no statement need be made with
respect to:
(a) The number, names and addresses of
directors constituting the initial board of directors;
(b) The names and addresses of the
incorporators;
(c) The initial or present registered
office or agent; or
(d) The mailing address of the cooperative
if an annual report has been filed with the Office of the Secretary of State.
(3) Restated articles of incorporation when
executed and filed in the manner prescribed in this chapter shall supersede the
theretofore existing articles of incorporation and amendments thereto. The
Secretary of State shall upon request certify a copy of the articles of
incorporation, or the articles of incorporation as restated, or any amendments
to either thereof.
(4) The restated articles of
incorporation, when filed, shall be accompanied by a statement and a true copy
of the statement as provided in this subsection. The statement shall set forth:
(a) The name of the cooperative.
(b) The date of the adoption of the
restated articles of incorporation.
(c) The number of shares outstanding, and
if affected shareholders have the right to vote, the number of affected shares,
the number of shareholder votes entitled to be voted thereon, and, if the
shareholders of any class are entitled to vote thereon as a class, the
designation and number of outstanding shares entitled to vote thereon of each
class.
(d) The number of members voting for and
against the restated articles of incorporation, respectively, and, if there are
shareholders entitled to vote, the number of shares voted for and against the
restated articles of incorporation, respectively, and, if the shares of any
class are entitled to vote thereon as a class, the number of shares of each
such class voted for and against the restated articles, respectively.
(e) If the restated articles of
incorporation provide for an exchange, reclassification or cancellation of
issued shares, and if the manner in which the same shall be effected is not set
forth in the restated articles of incorporation, then a statement of the manner
in which the same shall be effected. [1957 c.716 §41; 1963 c.492 §46; 1987 c.94
§86; 1995 c.195 §33]
CONVERSIONS
AND MERGERS
62.605
Definitions for ORS 62.605 to 62.623. As used in this section and ORS 62.607 to 62.623:
(1) Business entity means:
(a) Any of the following for-profit
entities:
(A) A professional corporation organized
under ORS chapter 58, predecessor law or comparable law of another
jurisdiction;
(B) A corporation organized under ORS
chapter 60, predecessor law or comparable law of another jurisdiction;
(C) A limited liability company organized
under ORS chapter 63 or comparable law of another jurisdiction;
(D) A partnership organized in Oregon
after January 1, 1998, or that is registered as a limited liability
partnership, or that has elected to be governed by ORS chapter 67, and a
partnership governed by law of another jurisdiction that expressly provides for
conversions and mergers; and
(E) A limited partnership organized under
ORS chapter 70, predecessor law or comparable law of another jurisdiction; and
(b) A cooperative organized under this
chapter, predecessor law or comparable law of another jurisdiction.
(2) Organizational document means the
following for an
(a) In the case of a corporation,
professional corporation or cooperative, articles of incorporation;
(b) In the case of a limited liability
company, articles of organization;
(c) In the case of a partnership, a
partnership agreement and, for a limited liability partnership, its
registration; and
(d) In the case of a limited partnership,
a certificate of limited partnership.
(3) Owner means a:
(a) Shareholder of a corporation or of a
professional corporation;
(b) Member or shareholder of a
cooperative;
(c) Member of a limited liability company;
(d) Partner of a partnership; and
(e) General partner or limited partner of
a limited partnership. [1957 c.716 §42; 1995 c.195 §38; 1999 c.362 §18; 2003
c.80 §17b]
62.607
Conversion. (1) A business
entity other than a cooperative may be converted to a cooperative organized
under this chapter, and a cooperative organized under this chapter may be
converted to another business entity organized under the laws of this state, if
conversion is permitted by the statutes governing the other business entity, by
approving a plan of conversion and filing articles of conversion. A cooperative
organized under this chapter may be converted to a business entity organized
under the laws of another jurisdiction if:
(a) The conversion is permitted by the
laws of that jurisdiction;
(b) A plan of conversion is approved by
the converting cooperative;
(c) Articles of conversion are filed in
this state;
(d) The converted business entity submits
an application to transact business as a foreign business entity of that type
to the Secretary of State for filing and meets all other requirements
prescribed under the laws of this state for authorization to transact business
as a foreign business entity of that type; and
(e) The cooperative complies with all
requirements imposed under the laws of the other jurisdiction with respect to
the conversion.
(2) The plan of conversion shall set
forth:
(a) The name and type of the business
entity prior to conversion;
(b) The name and type of the business
entity after conversion;
(c) A summary of the material terms and
conditions of the conversion;
(d) The manner and basis of converting the
ownership interests of each owner into ownership interests or obligations of
the surviving business entity or any other business entity, or into cash or
other property in whole or in part; and
(e) Any additional information required in
the organizational document of the converted business entity by the statutes
governing that type of business entity.
(3) The plan of conversion may set forth
other provisions relating to the conversion. [1999 c.362 §20; 2001 c.315 §14;
2003 c.80 §18]
62.609
Action on plan of conversion.
(1) A plan of conversion shall be approved by the business entity as follows:
(a) In the case of a cooperative, in the
manner provided in ORS 62.619 (1)(a) for mergers; and
(b) In the case of a business entity other
than a cooperative, as provided by the statutes governing that business entity.
(2) After a conversion is approved, and at
any time before articles of conversion are filed, the planned conversion may be
abandoned, subject to any contractual rights:
(a) By a cooperative, without further
action by the members or shareholders, in accordance with the procedure set
forth in the plan of conversion or, if none is set forth, in the manner
determined by the board of directors.
(b) By another business entity that
planned to convert to a cooperative, in accordance with the procedure set forth
in the plan of conversion or, if none is set forth, in the manner permitted by
the statutes governing that business entity. [1999 c.362 §21]
62.610 [1957 c.716 §43; 1963 c.156 §3; 1995 c.195 §39;
repealed by 1999 c.362 §67]
62.611
Articles of conversion. (1)
After conversion is approved by the owners, the converting business entity
shall file articles of conversion, which shall state the name and type of
business entity prior to conversion and the name and type of business entity
after conversion, and shall include the plan of conversion.
(2) The conversion takes effect at the
later of the date and time determined pursuant to ORS 62.035 or the date and
time determined pursuant to the statutes governing the business entity that is
not a cooperative. [1999 c.362 §22; 2001 c.315 §8]
62.613
Effect of conversion; entity existence continues. (1) When a conversion to or from a
cooperative pursuant to ORS 62.607 takes effect:
(a) The business entity continues its
existence despite the conversion;
(b) Title to all real estate and other
property owned by the converting business entity is vested in the converted
business entity without reversion or impairment;
(c) All obligations of the converting
business entity including, without limitation, contractual, tort, statutory and
administrative obligations are obligations of the converted business entity;
(d) An action or proceeding pending against
the converting business entity or its owners may be continued as if the
conversion had not occurred, or the converted business entity may be
substituted as a party to the action or proceeding;
(e) The ownership interests of each owner
that are to be converted into ownership interests or obligations of the
converted business entity or any other business entity, or into cash or other
property, are converted as provided in the plan of conversion;
(f) Liability of an owner for obligations
of the business entity shall be determined:
(A) As to liabilities incurred by the
business entity prior to conversion, according to the status of the owner prior
to conversion; and
(B) As to liabilities incurred by the
business entity after conversion, according to the status of the owner after
conversion, except as provided in paragraph (g) of this subsection;
(g) If prior to conversion an owner of a
business entity was a partner of a partnership or general partner of a limited
partnership and was personally liable for the business entitys liabilities,
and after conversion is an owner normally protected from personal liability,
then such owner shall continue to be personally liable for the business entitys
liabilities incurred during the 12 months following conversion, if the other
party or parties to the transaction reasonably believed that the owner would be
personally liable and had not received notice of the conversion; and
(h) Unless the converted business entity
is a partnership, the registration of an assumed business name of a business
entity under ORS chapter 648 shall continue as the assumed business name of the
converted business entity. If the converted business entity is a partnership,
the converting business entity shall amend or cancel the registration of the
assumed business name under ORS chapter 648, and the partners of the
partnership shall register the name as an assumed business name under ORS
chapter 648.
(2) Owners of the business entity that
converted are entitled to the rights provided in the plan of conversion and, in
the case of business entities other than cooperatives, to the rights provided
in the statutes applicable to the business entity prior to conversion,
including, without limitation, any rights to dissent, to dissociate, to withdraw,
to recover for breach of any duty or obligation owed by the other owners, and
to obtain an appraisal or payment for the value of an owners interest. [1999
c.362 §23; 2001 c.315 §3]
62.615 [1957 c.716 §44; 1963 c.156 §4; 1981 c.633 §64;
1985 c.728 §70; 1987 c.94 §87; 1995 c.195 §40; 1999 c.362 §26; renumbered
62.621 in 1999]
62.617
Merger; plan of merger. (1)
One or more business entities may merge into a cooperative organized under this
chapter if the merger is permitted by the statutes governing each other
business entity that is a party to the merger, a plan of merger is approved by
each business entity that is a party to the merger and articles of merger are
filed. A cooperative organized under this chapter may be merged into a business
entity organized under the laws of this state or under the laws of another
jurisdiction if:
(a) The merger is permitted by the laws of
this state or by the laws of the other jurisdiction that govern the other
business entity;
(b) A plan of merger is approved by each
business entity that is a party to the merger;
(c) Articles of merger are filed in this
state; and
(d) The cooperative complies with all
requirements imposed under the laws of this state and, if applicable, the laws
of the other jurisdiction with respect to the merger.
(2) The plan of merger shall set forth:
(a) The name and type of each business
entity planning to merge;
(b) The name and type of the business
entity that will survive;
(c) A summary of the material terms and
conditions of the merger;
(d) The manner and basis of converting the
shares or other ownership interests of each owner into shares, ownership
interests or obligations of the surviving business entity or any other business
entity, or into cash or other property in whole or in part; and
(e) If any party is a business entity
other than a cooperative, any additional information required for a merger by
the statutes governing that type of business entity.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation
of a cooperative, if the cooperative is the surviving business entity; and
(b) Other provisions relating to the
merger. [1999 c.362 §24; 2001 c.315 §15; 2003 c.80 §19]
62.619
Action on plan of merger.
(1) A plan of merger shall be approved by each business entity that is a party
to the merger, as follows:
(a) In the case of a cooperative, the
board shall by resolution approve the plan and direct that the plan be
submitted to a vote at an annual or a special meeting of members. Written
notice shall be given to each member in the manner provided in this chapter for
meetings of members, and approval of the plan shall be by affirmative vote of a
majority of the member votes cast thereon. The articles may permit shareholders
to vote on approval of the plan, and may fix the proportion of shareholder
votes required for approval. If the articles permit shareholders to vote on
such a plan, written notice shall be given to each shareholder entitled to vote
thereon in the manner and at the time provided for notice to members.
(b) In the case of a business entity other
than a cooperative, as provided by the statutes governing that business entity.
(2) After a merger is authorized, and at
any time before articles of merger are filed, the planned merger may be
abandoned, subject to any contractual rights:
(a) By the cooperative, without further
action by the members or shareholders, in accordance with the procedure set
forth in the plan of merger or, if none is set forth, in the manner determined
by the board of directors.
(b) By a party to the merger that is not a
cooperative, in accordance with the procedure set forth in the plan of merger
or, if none is set forth, in the manner permitted by the statutes governing
that business entity. [1999 c.362 §25]
62.620 [1957 c.716 §45; 1995 c.195 §41; 1999 c.362 §27;
renumbered 62.623 in 1999]
62.621
Articles of merger. (1)
After a plan of merger is approved by each business entity that is a party to
the merger, the surviving business entity shall deliver to the office of the
Secretary of State, for filing, articles of merger setting forth:
(a) The plan of merger;
(b) The date of approval of the plan;
(c) A statement that the plan of merger
was duly authorized and approved by each business entity that is a party to the
merger in accordance with ORS 62.619;
(d) As to each cooperative, the numbers of
member votes cast for and against the plan; and
(e) As to each cooperative, if
shareholders are authorized to vote on the plan, the number of shareholder
votes entitled to be voted on the plan, the number of such shareholder votes
cast for and against the plan and the number of such votes required by the
articles for approval thereof.
(2) The merger takes effect on the later
of the date and time determined pursuant to ORS 62.035 or the date and time
determined pursuant to the statutes governing any party to the merger that is a
business entity other than a cooperative. [Formerly 62.615]
62.623
Effect of merger. (1) When a
merger involving a cooperative takes effect:
(a) Every other business entity that is a
party to the merger merges into the surviving business entity, and the separate
existence of every other party ceases;
(b) Title to all real estate and other
property owned by each of the business entities that were parties to the merger
is vested in the surviving business entity without reversion or impairment;
(c) All obligations of each of the
business entities that were parties to the merger, including, without
limitation, contractual, tort, statutory and administrative obligations, are
obligations of the surviving business entity;
(d) An action or proceeding pending
against each of the business entities that were parties to the merger may be
continued as if the merger had not occurred, or the surviving business entity
may be substituted as a party to the action or proceeding;
(e) If a cooperative is the surviving
business entity, its articles of incorporation are amended to the extent
provided in the plan of merger;
(f) The shares or other ownership interests
of each shareholder or other owner that are to be converted into shares or
other ownership interests or obligations of the surviving business entity or
any other business entity, or into cash or other property, are converted as
provided in the plan of merger;
(g) Liability of an owner for obligations
of a business entity that is a party to the merger shall be determined:
(A) As to obligations incurred by the
business entity prior to merger, according to the status of the owner prior to
merger; and
(B) As to obligations incurred by the
business entity after merger, according to the status of the owner after
merger, except as provided in paragraph (h) of this subsection;
(h) If prior to merger an owner of a
business entity was a partner of a partnership or general partner of a limited
partnership and was personally liable for the business entitys obligations,
and after merger is an owner normally protected from personal liability, then
such owner shall continue to be personally liable for the business entitys
obligations incurred during the 12 months following merger, if the other party
or parties to the transaction reasonably believed that the owner would be
personally liable and had not received notice of the merger; and
(i) The registration of an assumed
business name of a business entity under ORS chapter 648 shall continue as the
assumed business name of the surviving business entity.
(2) Owners of the business entities that
merged are entitled to the rights provided in the plan of merger and, in the
case of owners of business entities other than cooperatives, the rights
provided in the statutes applicable to that business entity, including, without
limitation, any rights to dissent, to dissociate, to withdraw, to recover for
breach of any duty or obligation owed by the other owners, and to obtain an
appraisal or payment for the value of an owners interest. [Formerly 62.620]
62.625 [1957 c.716 §46; 1987 c.94 §88; 1995 c.195 §42;
repealed by 1999 c.362 §67]
62.635 [1957 c.716 §47; 1983 c.95 §1; 1987 c.94 §89;
repealed by 1999 c.362 §67]
DISSOLUTION
62.655
Voluntary dissolution by act of cooperative. A cooperative may be dissolved by the act of the cooperative, when
authorized in the following manner:
(1) The board shall adopt a resolution directing
that the question of dissolution be submitted to a vote at a meeting of
members, which may be either an annual or a special meeting.
(2) Written or printed notice shall be
given to each member in the manner provided in ORS 62.255 for the giving of
notice of meetings of members, and whether the meeting be an annual or special
meeting, shall state that the purpose, or one of the purposes, of the meeting
is to consider the advisability of dissolving the cooperative.
(3) At the meeting a vote of members shall
be taken on a resolution to dissolve the cooperative. Adoption of the
resolution shall be by affirmative vote of two-thirds of the member votes cast
on that resolution. The articles may permit shareholders to vote on such a
resolution for dissolution, and may fix the proportion of authorized
shareholder votes required for adoption thereof. [1957 c.716 §49; 1965 c.631 §20]
62.660 [1957 c.716 §50; repealed by 1965 c.631 §27]
62.665
Procedure for dissolution.
After the adoption of a resolution to dissolve by the members and, if
appropriate, the shareholders:
(1) The cooperative shall proceed to
collect its assets, convey and dispose of such of its properties as are not to
be distributed in kind to its members or shareholders, pay, satisfy and discharge
its liabilities and obligations and do all other acts required to liquidate its
business and affairs, and, after paying or adequately providing for the payment
of all its obligations, distribute the remainder of its assets either in cash
or in kind, among the persons entitled to the same by law, the articles and the
bylaws.
(2) The cooperative, at any time during
the liquidation of its business and affairs, may make application to a court of
competent jurisdiction within the state and judicial subdivision in which the
registered office or principal place of business of the cooperative is
situated, to have the liquidation continued under the supervision of the court
as provided in this chapter. [1957 c.716 §51; 1965 c.631 §21]
62.670
Revocation of voluntary dissolution. A cooperative, at any time prior to the time the Secretary of State
has filed the articles of dissolution, may revoke voluntary dissolution
proceedings theretofore taken, by adoption of a resolution of revocation in the
same manner and by the same required vote of members and shareholders as are
required by this chapter for adoption of a resolution to dissolve. [1957 c.716 §52;
1965 c.631 §22; 1985 c.728 §71]
62.675
Effect of revocation of voluntary dissolution proceedings. Upon the revocation of voluntary dissolution
proceedings the cooperative may again carry on its business. [1957 c.716 §53;
1965 c.631 §23]
62.680
Articles of dissolution. (1)
If voluntary dissolution proceedings have not been revoked, articles of
dissolution may be filed when all debts, liabilities and obligations of the
cooperative have been paid and discharged or adequate provision has been made
therefor, or all of the assets of the cooperative have been distributed to its
creditors for application to the outstanding debts, obligations and liabilities
of the cooperative to the fullest extent possible, and all of the remaining
property and assets of the cooperative, if any, have been distributed to the
persons entitled thereto. Articles of dissolution shall set forth:
(a) The name of the cooperative.
(b) The date dissolution was authorized.
(c) The number of member votes for and
against the resolution.
(d) If shareholders were authorized to
vote on the resolution, the total number of authorized shareholder votes, the
numbers of such votes cast for and against the resolution and the number of
such votes required by the articles for adoption thereof.
(2) A cooperative is dissolved upon the
effective date of its articles of dissolution. [1957 c.716 §54; 1965 c.631 §24;
1981 c.633 §65; 1985 c.728 §72; 1987 c.94 §90; 1995 c.195 §34]
62.685
Effect of filing articles of dissolution. When the Secretary of State has filed the articles of dissolution, the
existence of the cooperative shall cease, except for the purpose of suits,
other proceedings and appropriate corporate action by members, shareholders,
directors and officers as provided in this chapter. [1957 c.716 §55; 1981 c.633
§66; 1985 c.728 §73; 1987 c.94 §91]
62.690
Administrative dissolution.
The provisions of ORS 60.647 to 60.657, relating to dissolution by the
Secretary of State, apply to cooperatives. [1957 c.716 §56; 1987 c.94 §92]
62.695
Jurisdiction of court to dissolve cooperative and liquidate assets and business
of cooperative. (1) In
addition to any other instances in which the law provides such power, a circuit
court has full power to dissolve a cooperative and liquidate the assets and
business thereof:
(a) In an action by a member or
shareholder when it is established that:
(A) The members are deadlocked in voting
power, and have failed, for a period which includes at least two consecutive
annual meeting dates, to elect successors to directors whose terms have expired
or would have expired upon the election of their successors; or
(B) The corporate assets are being
misapplied or wasted.
(b) In an action by a creditor:
(A) When the claim of the creditor has
been reduced to judgment and an execution thereon returned unsatisfied and it
is established that the cooperative is insolvent; or
(B) When the cooperative has admitted in
writing that the claim of the creditor is due and owing and it is established
that the cooperative is insolvent.
(c) Upon application by a cooperative
which has commenced voluntary dissolution proceedings as provided in this
chapter, to have its liquidation continued under the supervision of the court.
(d) When an action has been filed by the
Attorney General to dissolve a cooperative and it is established that
liquidation of its business and affairs should precede the entry of a judgment
of dissolution.
(2) Venue for a proceeding by the Attorney
General to dissolve a corporation lies in
(3) It is not necessary to make members or
shareholders parties to any action or proceeding under this section unless
relief is sought against them personally.
(4) A court in a proceeding brought to
dissolve a cooperative may issue injunctions, appoint a receiver or custodian
pendente lite with all powers and duties the court directs, take other action
required to preserve the assets of the cooperative wherever located and carry
on the business of the cooperative until a full hearing can be held. [1957
c.716 §57; 1965 c.631 §25; 1987 c.94 §93; 2003 c.576 §325]
62.700 [1957 c.716 §58; 1987 c.94 §94; repealed by
1995 c.195 §46]
62.702
Procedure for dissolution of cooperative by court. (1) A court in a judicial proceeding brought
to dissolve a cooperative may appoint one or more receivers to wind up and
liquidate the business and affairs of the cooperative or one or more custodians
to manage the business and affairs of the cooperative. The court shall hold a
hearing, after notifying all parties to the proceeding and any interested
persons designated by the court, before appointing a receiver or custodian. The
court appointing a receiver or custodian has exclusive jurisdiction over the
cooperative and all its property wherever located.
(2) The court may appoint an individual or
a domestic or foreign corporation, authorized to transact business in this
state, as a receiver or custodian. The court may require the receiver or
custodian to post bond, with or without sureties, in an amount the court
directs.
(3) The court shall describe the powers
and duties of the receiver or custodian in its appointing order, which may be
amended periodically. Among other powers:
(a) The receiver may dispose of all or any
part of the assets of the cooperative wherever located, at a public or private
sale, if authorized by the court and may sue and defend in the receivers own
name as receiver of the cooperative in all courts of this state.
(b) The custodian may exercise all of the
powers of the cooperative, through or in place of its board of directors or,
creditors and any holders of other equity interest in the cooperative officers,
to the extent necessary to manage the affairs of the cooperative in the best
interests of its members, shareholders, creditors and any holders of other
equity interest in the cooperative.
(4) The court during a receivership may
redesignate the receiver a custodian, and during a custodianship may
redesignate the custodian a receiver, if doing so is in the best interests of
the cooperative, its members, shareholders, creditors and any holders of other
equity interest in the cooperative.
(5) The court periodically during the
receivership or custodianship may order compensation paid and expense
disbursements or reimbursements made to the receiver or custodian and the
receivers or custodians counsel from the assets of the cooperative or
proceeds from the sale of the assets. [1995 c.195 §26]
62.704
Judgment of dissolution issued by court. (1) If after a hearing the court determines that one or more grounds
for judicial dissolution described in ORS 62.695 exist, it may enter a judgment
dissolving the cooperative and specifying the effective date of the
dissolution. The clerk of the court shall deliver a certified copy of the
judgment to the office for filing. The Secretary of State shall file the
certified copy of the judgment.
(2) After entering the judgment of
dissolution, the court shall direct the winding up and liquidation of the
cooperatives business and affairs in accordance with ORS 62.708 and the
notification of claimants in accordance with ORS 62.712 and 62.714. [1995 c.195
§27; 2003 c.576 §326]
62.705 [1957 c.716 §59; repealed by 1974 c.2 §5]
62.708
Effect of dissolution. (1) A
dissolved cooperative continues its corporate existence but may not carry on
any business except that appropriate to wind up and liquidate its business and
affairs, including:
(a) Collecting its assets;
(b) Disposing of its properties that will
not be distributed in kind to its members or shareholders;
(c) Discharging or making provision for
discharging its liabilities;
(d) Distributing its remaining property
among its members or shareholders according to their interests; and
(e) Doing every other act necessary to
wind up and liquidate its business and affairs.
(2) Dissolution of a cooperative does not:
(a) Transfer title to the cooperatives
property;
(b) Prevent transfer of its shares, indebtedness
or other equity interest, although the authorization to dissolve may provide
for closing the cooperatives share transfer records;
(c) Subject its directors or officers to
standards of conduct different from those prescribed in this chapter;
(d) Change quorum or voting requirements
for the board of directors, members or shareholders, change provisions for
selection, resignation or removal of its directors or officers or both or
change provisions for amending its bylaws;
(e) Prevent commencement of a proceeding
by or against the cooperative in its corporate name;
(f) Abate or suspend a proceeding pending
by or against the cooperative on the effective date of dissolution; or
(g) Terminate the authority of the
registered agent of the cooperative. [1995 c.195 §28]
62.710 [1957 c.716 §60; 1987 c.94 §95; 1991 c.883 §17;
repealed by 1995 c.195 §46]
62.712
Disposition of known claims against dissolved cooperative. (1) A dissolved cooperative may dispose of
the known claims against it by following the procedure described in this
section.
(2) The dissolved cooperative shall notify
its known claimants in writing of the dissolution at any time after its
effective date. The written notice must:
(a) Describe information that must be
included in a claim;
(b) Provide a mailing address where a
claim may be sent;
(c) State the deadline, which may not be
fewer than 120 days from the effective date of the written notice, by which the
dissolved cooperative must receive the claim; and
(d) State that the claim will be barred if
not received by the deadline.
(3) A claim against the dissolved
cooperative is barred:
(a) If a claimant who was given written
notice under subsection (2) of this section does not deliver the claim to the
dissolved cooperative by the deadline; or
(b) If a claimant whose claim was rejected
by the dissolved cooperative does not commence a proceeding to enforce the
claim within 90 days from the effective date of the rejection notice.
(4) For purposes of this section, claim
does not include a contingent liability or a claim based on an event occurring
after the effective date of dissolution. [1995 c.195 §29]
62.714
Notice of dissolution; presentation of claims against cooperative. (1) A dissolved cooperative may also publish
notice of its dissolution and request that persons with claims against the
cooperative present them in accordance with the notice.
(2) The notice must:
(a) Be published one time in a newspaper
of general circulation in the county where the dissolved cooperatives principal
office is located, or if the principal office is not in this state, where its
registered office is or was last located;
(b) Describe the information that must be
included in a claim and provide a mailing address where the claim may be sent;
and
(c) State that a claim against the
cooperative will be barred unless a proceeding to enforce the claim is
commenced within five years after the publication of the notice.
(3) If the dissolved cooperative publishes
a newspaper notice in accordance with subsection (2) of this section, the claim
of each of the following claimants is barred unless the claimant commences a
proceeding to enforce the claim against the dissolved cooperative within five
years after the publication date of the newspaper notice:
(a) A claimant who did not receive written
notice under ORS 62.712;
(b) A claimant whose claim was sent in a
timely manner to the dissolved cooperative but not acted on; or
(c) A claimant whose claim is contingent
or based on an event occurring after the effective date of dissolution. [1995
c.195 §30]
62.720
Presumption of abandonment; procedure for agriculture cooperatives and others. (1) All intangible personal property
distributable in the course of a voluntary or involuntary dissolution of a
cooperative that is unclaimed by the owner within two years after the date for
final distribution is presumed abandoned. Such property shall be subject to the
provisions of ORS 98.302 to 98.436 and 98.992, except that with respect to
agricultural cooperatives, the report of unclaimed property shall be filed with
the Department of State Lands as set forth in ORS 98.352. A copy of the report
shall also be filed with the State Board of Higher Education.
(2) All unclaimed property specified in
the report required by ORS 98.352 shall be delivered within the time specified
in ORS 98.362 to the Department of State Lands which shall assume custody and
shall be responsible for the safekeeping thereof. The department shall
reconcile the report to the delivered funds, deduct the costs as provided for
in subsection (3) of this section, and forward the funds to the State Board of
Higher Education within 14 working days of receipt of the funds. Any person who
pays or delivers unclaimed property to the Department of State Lands under this
section is relieved of all liability to the extent of the value of the property
so paid or delivered for any claim which then exists or which thereafter may
arise or be made in respect to the property.
(3) All funds received under this section
shall be used for the benefit of
(a) The payment of claims which may be
made pursuant to this section; and
(b) The payment of expenses of mailing and
publication in connection with any unclaimed property, reasonable service
charges and expenses of the Department of State Lands in connection with claims
made pursuant to ORS 98.392 to 98.402.
(4) The provisions of ORS 98.392 to 98.402
are applicable to claims against unclaimed property delivered to the State
Board of Higher Education pursuant to this section. The State Board of Higher
Education shall pay such claims from funds delivered to it pursuant to this
section within 30 days of receipt of a verified copy of a finding and decision
of the Department of State Lands made pursuant to ORS 98.396 or a certified
copy of a judgment made pursuant to ORS 98.402.
(5) As used in this section, an
agricultural cooperative is any cooperative in which farmers act together in
producing, processing, preparing for market, handling or marketing the
agricultural products of such farmers, and any cooperative in which farmers act
together in purchasing, testing, grading, processing, distributing and
furnishing farm supplies or farm business services.
(6) The provisions of this section are
applicable with respect to the voluntary or involuntary dissolution of any
cooperative, which dissolution commenced on or after January 1, 1970. [1974 c.2
§§1,2,3; 1985 c.565 §7; 1987 c.94 §127; 1993 c.694 §35; 1995 c.79 §16]
Note: 62.720 was enacted into law by the
Legislative Assembly, but was not added to or made a part of ORS chapter 62 or
any series therein by legislative action. See Preface to Oregon Revised
Statutes for further explanation.
FOREIGN
COOPERATIVES
62.755
Admission of foreign cooperatives. A foreign cooperative which has a member or members residing in this
state, and which distributes its proceeds and savings according to either this
chapter or the law of the state where incorporated, is entitled to all rights,
exemptions and privileges of a cooperative organized under this chapter, if it
is authorized to do business in this state under ORS chapter 60. A foreign
cooperative may be authorized under ORS chapter 60 to transact business in this
state whether or not formed for profit and whether or not formed with stock. [1957
c.716 §61; 1987 c.94 §96]
62.760
Registration of name of foreign cooperative. Any foreign cooperative may register its corporate name under ORS
60.101. [1957 c.716 §70; 1987 c.94 §97]
EMPLOYEE
COOPERATIVES
62.765
Definitions for ORS 62.765 to 62.792. As used in ORS 62.765 to 62.792, unless the context requires
otherwise:
(1) Employee cooperative means a
corporation which has elected to be governed by the provisions of ORS 62.765 to
62.792.
(2) Member means a natural person who
has been accepted for membership in, and owns a membership share issued by an
employee cooperative. [1987 c.677 §12]
62.768
Election to be governed as employee cooperative; corporate name. (1) Any corporation organized under this
chapter may elect to be governed as an employee cooperative under the
provisions of ORS 62.765 to 62.792, by so stating in its articles of
incorporation or amendments thereto filed in accordance with this chapter.
(2) A corporation so electing shall be
governed by all provisions of this chapter, except as otherwise provided in ORS
62.765 to 62.792.
(3) An employee cooperative may include
the word cooperative or co-op in its corporate name. [1987 c.677 §§13,15]
62.771
Revocation of election to be governed as employee cooperative. An employee cooperative may revoke its
election under ORS 62.765 to 62.792 by a vote of two-thirds of the members and
through amendment to its articles of incorporation filed in accordance with
this chapter. [1987 c.677 §14]
62.774
Qualifications of members; membership shares; rights of members. (1) The articles of incorporation or the
bylaws shall establish qualifications and the method of acceptance and
termination of members. No person may be accepted as a member unless employed
by the employee cooperative on a full-time or part-time basis.
(2) An employee cooperative shall issue a
class of voting shares designated as membership shares. Each member shall own
only one such membership share and only members may own such shares.
(3) Membership shares shall be issued for
a fee as shall be determined from time to time by the directors. The redemption
price of membership shares is determined by reference to internal capital
accounts as described in ORS 62.783.
(4) Members of an employee cooperative
shall have all the rights and responsibilities of shareholders of a corporation
organized under this chapter, except as otherwise provided in ORS 62.765 to 62.792.
[1987 c.677 §16; 1989 c.171 §8]
62.777
Membership powers. (1) No
capital shares other than membership shares shall be given voting power in an
employee cooperative, except as otherwise provided in ORS 62.765 to 62.792 or
in the articles of incorporation.
(2) The power to amend or repeal bylaws of
an employee cooperative shall be in the members only, except to the extent that
directors are authorized to amend or repeal the bylaws.
(3) Voting on amendments to the articles
of incorporation of an employee cooperative shall be limited to the members,
except that amendments adversely affecting the rights of shareholders may not
be adopted without the vote of such shareholders. [1987 c.677 §17]
62.780
Apportionment of net earnings or losses. (1)(a) The net earnings or losses of an employee cooperative shall be
apportioned and distributed at such times and in such manner as the articles of
incorporation or bylaws shall specify. Net earnings declared as patronage
allocations with respect to a period of time, and paid or credited to members,
shall be apportioned among the members in accordance with the ratio which each
members patronage during the period involved bears to total patronage by all
members during that period.
(b) As used in this subsection, patronage
means the amount of work performed as a member of an employee cooperative,
measured in accordance with the articles of incorporation and bylaws.
(2) The apportionment, distribution and
payment of net earnings required by subsection (1) of this section may be in
cash, credits, written notices of allocation or capital shares issued by the
employee cooperative. [1987 c.677 §18]
62.783
Internal capital accounts; redemption of shares; collective reserve account. (1)(a) Any employee cooperative may
establish through its articles of incorporation or bylaws a system of internal
capital accounts, to reflect the book value and to determine the redemption
price of membership shares, capital shares and written notices of allocation.
(b) As used in this subsection, written
notice of allocation means a written instrument which discloses to a member
the stated dollar amount of such members patronage allocation and the terms
for payment of that amount by the employee cooperative.
(2) The articles of incorporation or
bylaws of an employee cooperative may permit the periodic redemption of written
notices of allocation and capital shares, and must provide for recall and
redemption of the membership share upon termination of membership in the
cooperative. No redemption shall be made if such redemption would result in the
liability of any director or officer of the employee cooperative.
(3) The articles of incorporation or
bylaws may provide for the employee cooperative to pay or credit interest on
the balance in each members internal capital account.
(4) The articles of incorporation or
bylaws may authorize assignment of a portion of retained net earnings and net
losses to a collective reserve account. Earnings assigned to the collective
reserve account may be used for any and all corporate purposes as determined by
the board of directors. [1987 c.677 §19]
62.786
Internal capital account cooperative. (1) An internal capital account cooperative is an employee cooperative
whose entire net book value is reflected in internal capital accounts, one for
each member, and a collective reserve account, and in which no persons other
than members own capital shares. In an internal capital account cooperative,
each member shall have one and only one vote in any matter requiring voting by
shareholders.
(2) An internal capital account
cooperative shall credit the paid-in membership fee and additional paid-in
capital of a member to the members internal capital account, and shall also
record the apportionment of retained net earnings or net losses to the members
in accordance with patronage by appropriately crediting or debiting the
internal capital accounts of members. The collective reserve account in an
internal capital account cooperative shall reflect any paid-in capital, net
losses and retained net earnings not allocated to individual members.
(3) In an internal capital account
cooperative, the balances in all the individual internal capital accounts and
collective reserve account, if any, shall be adjusted at the end of each
accounting period so that the sum of the balances is equal to the net book
value of the employee cooperative. [1987 c.677 §20]
62.789
Procedure for revocation of election; limits on merger. (1) When any employee cooperative revokes
its election in accordance with ORS 62.771, the amendment to the articles of
incorporation shall provide for conversion of membership shares and internal
capital accounts or their conversion to securities or other property in a
manner consistent with this chapter.
(2) An employee cooperative which has not
revoked its election under ORS 62.765 to 62.792 may not merge with another
corporation other than an employee cooperative. Two or more employee
cooperatives may merge in accordance with this chapter. [1987 c.677 §21; 1995
c.195 §43]
62.792
Short title. ORS 62.765 to
62.792 shall be known and may be cited as the Employee Cooperative
Corporations Act. [1987 c.677 §11]
MANUFACTURED
DWELLING PARK COOPERATIVES
62.800
Short title; purpose; resolution of conflicts. (1) ORS 62.800 to 62.815 may be cited as the
Manufactured Dwelling Park Nonprofit Cooperative Corporation Act.
(2) The purpose of ORS 62.800 to 62.815 is
to recognize the cooperative form of ownership by a nonprofit entity of an
interest in real property consisting of a manufactured dwelling park.
(3) In the event of any conflict between
ORS 62.800 to 62.815 and other provisions of this chapter, ORS 62.800 to 62.815
control. [2007 c.607 §2]
62.803
Definitions for ORS 62.800 to 62.815. As used in ORS 62.800 to 62.815, unless the context requires
otherwise:
(1) Manufactured dwelling has the
meaning given that term in ORS 446.003.
(2) Manufactured dwelling park has the
meaning given that term in ORS 446.003.
(3) Manufactured dwelling park nonprofit
cooperative means a cooperative corporation that:
(a) Is organized to acquire or develop,
and to own, an interest in one or more manufactured dwelling parks that are
primarily used for the siting of manufactured dwellings owned and occupied by
members of the cooperative;
(b) Limits the use of all income and
earnings to use by the cooperative and not for the benefit or profit of any
individual; and
(c) Elects to be governed by ORS 62.800 to
62.815. [2007 c.607 §3]
62.805 [1957 c.716 §62; 1963 c.492 §47; 1981 c.633 §67;
1985 c.351 §15; 1985 c.728 §74; repealed by 1987 c.94 §174]
62.806
Election as nonprofit cooperative. (1) A cooperative organized under this chapter may elect to become a
manufactured dwelling park nonprofit cooperative by stating that election in
the articles of incorporation.
(2) A cooperative may not revoke an
election made under subsection (1) of this section. A manufactured dwelling
park nonprofit cooperative may dissolve as provided in this chapter. [2007
c.607 §4]
62.809
Requirements for membership in cooperative; acceptance and entitlements of member;
issuance of stock. (1) A
person may become a member of a manufactured dwelling park nonprofit
cooperative if the person:
(a) Is a natural person;
(b) Owns a manufactured dwelling that is,
or is to be, located in a manufactured dwelling park of the cooperative and
occupied by the person;
(c)(A) Pays the membership fee required by
the cooperative; or
(B) Purchases a share of membership stock
issued by the cooperative; and
(d) Meets any additional membership
qualifications established in the articles of incorporation or bylaws of the
cooperative.
(2) A manufactured dwelling park nonprofit
cooperative shall accept as a member any person who meets the qualifications
described in subsection (1) of this section.
(3) Membership in a manufactured dwelling
park nonprofit cooperative entitles the member to rent space for a manufactured
dwelling in a manufactured dwelling park of the cooperative and to occupy the
manufactured dwelling.
(4) A cooperative shall create or issue
one membership or share of membership stock for each manufactured dwelling that
is, or is to be, located in a manufactured dwelling park of the cooperative and
occupied by the dwelling owner. A person may not own more than one membership
or share of membership stock in the same cooperative. A membership or
membership stock may not be issued or transferred to a person unless the person
meets the qualifications for membership described in subsection (1) of this
section.
(5) A cooperative shall issue memberships
or shares of membership stock for a fee determined by the directors of the
cooperative. The directors may periodically adjust the fee amount as provided
in the articles of incorporation or bylaws of the cooperative. Except for
periodic adjustments, the membership fee or membership stock price charged by
the cooperative shall be the same for all members. A member may not sell,
transfer or redeem a membership for more than the amount the member paid for
the membership plus any adjustments approved by the directors to reflect
cost-of-living increases.
(6) The articles of incorporation or
bylaws of the cooperative shall establish the methods for accepting and
terminating membership and for the sale, transfer or redemption of a membership
or share of membership stock. [2007 c.607 §5]
62.810 [1957 c.716 §64; 1965 c.631 §26; 1985 c.351 §16;
repealed by 1987 c.94 §174]
62.812
Distribution of cooperative assets upon dissolution. (1) As used in this section, debts,
liabilities and obligations includes, but is not limited to, the repurchase of
each membership in the cooperative for the amount last charged by the
cooperative as a membership fee or as the purchase price of membership stock.
(2) If a manufactured dwelling park nonprofit
cooperative dissolves, after payment or provision for all debts, liabilities
and obligations of the cooperative, the cooperative shall distribute the assets
of the cooperative to:
(a) Another manufactured dwelling park
nonprofit cooperative;
(b) An organization organized for a public
or charitable purpose;
(c) A religious corporation;
(d) The
(e) This state;
(f) A local government in this state;
(g) A housing authority created under ORS
456.055 to 456.235; or
(h) A person that is recognized as tax
exempt under section 501(c)(3) of the Internal Revenue Code. [2007 c.607 §6]
62.815
Prohibited actions. (1) As
used in this section, business entity has the meaning given that term in ORS
62.605.
(2) A manufactured dwelling park nonprofit
cooperative may not:
(a) Notwithstanding ORS 62.225, pay a
dividend on stock to members.
(b) Apportion, distribute or pay net
proceeds or savings to members.
(c) Make payments in redemption or refund
of capital credits or retains to an heir of a member.
(d) Merge with a business entity other
than another manufactured dwelling park nonprofit cooperative.
(e) Convert to another type of business
entity. [2007 c.607 §7]
MISCELLANEOUS
PROVISIONS
62.825
Powers of Secretary of State.
The Secretary of State has the power and authority reasonably necessary to
enable the Secretary of State to administer this chapter efficiently and to
perform the duties imposed upon the Secretary of State by this chapter. [1957
c.716 §65]
62.830 [1957 c.716 §66; repealed by 1987 c.94 §174]
62.835 [1957 c.716 §67; repealed by 1981 c.633 §83]
62.840 [1957 c.716 §68; 1983 c.717 §26a; repealed
by 1987 c.94 §174]
62.845
Public policy; certain cooperative activities not unlawful restraint of trade. (1) It is the public policy of the State of
(2) A negotiating committee of dealers, as
defined in ORS 646.515 (3), that operates in compliance with the provisions of
ORS 62.848 or 62.849 may not be deemed to be engaged in unlawful restraint of
trade or to be participants in a conspiracy or combination to accomplish an
improper or illegal purpose or act when the negotiating committee negotiates
with a cooperative:
(a) The price for which the members of the
cooperative will sell agricultural products to be produced by the members;
(b) The season starting price for which
the members of the cooperative will sell seafood to be harvested by the
members;
(c) The price to be paid for the services
of producing agricultural products by the members or under the control of the
members; or
(d) The season starting price for the
services of harvesting seafood products by the members or under control of the
members. [1957 c.716 §35; 2001 c.142 §2; 2003 c.487 §1]
62.848
Antitrust immunity for negotiations governing price for sale of grass seed;
supervision by Director of Agriculture; rules; fees. (1) As used in this section:
(a) Parties or party means seed
producers, seed associations, seed cooperatives or seed dealers that
participate in a state regulatory program described in subsection (2) of this
section.
(b) Regulatory program means a state
regulatory program described in subsection (2) of this section that is actively
supervised by the Director of Agriculture and that authorizes parties to engage
in certain collective bargaining and negotiations to establish the price of
perennial ryegrass seed to be produced and sold to perennial ryegrass seed
dealers in the future, annual ryegrass seed to be produced and sold to annual
ryegrass seed dealers in the future or tall fescue seed to be produced and sold
to tall fescue seed dealers in the future.
(2)(a) It is the intent of this section
and ORS 646.535 (2) and 646.740 (10) to displace competition with regulatory
programs in the perennial ryegrass seed, annual ryegrass seed and tall fescue
seed industries to a limited degree. The regulatory programs are intended to
grant immunity from federal and state antitrust laws to perennial ryegrass
seed, annual ryegrass seed and tall fescue seed producers and perennial
ryegrass seed, annual ryegrass seed and tall fescue seed dealers for the
limited purpose of allowing the producers and the dealers to bargain
collectively and to arrive at a negotiated price for the sale of seed by the
producers to the dealers. The activities of any party that comply with the
provisions of this section may not be considered to be in restraint of trade, a
conspiracy or combination or any other unlawful activity in violation of any
provision of ORS 646.705 to 646.826 or federal antitrust laws.
(b) A seed cooperative or seed association
for perennial ryegrass seed, annual ryegrass seed or tall fescue seed may
negotiate with one or more dealers, as defined in ORS 646.515, of perennial
ryegrass seed, annual ryegrass seed or tall fescue seed to establish the price
at which members of the cooperative or association will sell perennial ryegrass
seed, annual ryegrass seed or tall fescue seed to be produced by its members or
under the control of its members. The seed dealers may negotiate the price of
the seed through a committee that sets forth the views of the dealers and votes
on any issues being negotiated as authorized by this section, including the
price of the seed.
(c) The Director of Agriculture is
authorized to actively supervise the conduct of perennial ryegrass seed, annual
ryegrass seed and tall fescue seed agricultural cooperatives organized under
this chapter, representative committees of perennial ryegrass seed, annual
ryegrass seed or tall fescue seed dealers and any perennial ryegrass seed,
annual ryegrass seed or tall fescue seed associations in establishing the price
of perennial ryegrass seed, annual ryegrass seed or tall fescue seed to be
produced and sold to seed dealers at a future date. The director is authorized
to supervise the negotiations between the parties, review the prices
established by the negotiations and approve the prices proposed by the parties
before the prices take effect. The director must approve the proposed prices
and any adjustments to previously approved prices before the prices may be
implemented.
(d) The director may compel the parties to
take whatever action the director considers necessary to:
(A) Ensure that the parties are engaging
in conduct that is authorized under this section;
(B) Ensure that the policies of this state
are being fulfilled under the regulatory programs; and
(C) Enjoin conduct by any of the parties
that is not authorized by the director or conduct that the director finds does
not advance the interests of this state in carrying out the regulatory
programs.
(e) The Director of Agriculture may adopt
rules to carry out the directors authority under this section.
(f) The director may designate persons as
the director deems necessary to carry out the responsibility of actively
supervising the conduct of the parties, including serving as intermediaries
between prospective parties. Persons designated by the director must be
employees of the State Department of Agriculture.
(g) The director by rule shall set and
collect fees from the parties who are participants in regulatory programs. The
fees shall be deposited in the Department of Agriculture Account established
under ORS 561.150.
(h) The director shall supervise the
labeling of perennial ryegrass seeds, annual ryegrass seeds and tall fescue
seeds to ensure compliance with ORS 633.520, 633.531 and 633.541. [2001 c.142 §4;
2005 c.290 §1]
62.849
Antitrust immunity for negotiations governing season starting price for sale of
(a) Dealer has the meaning given that
term in ORS 646.515.
(b) Parties or party means Oregon
seafood harvesters, Oregon seafood harvester associations, Oregon seafood
harvester cooperatives or dealers that are participants in the state regulatory
program described in subsection (2) of this section.
(c) Regulatory program means the state
regulatory program described in subsection (2) of this section that is actively
supervised by the Director of Agriculture and that authorizes parties to engage
in certain collective bargaining and negotiations to establish the price of
Oregon seafood to be harvested and sold to dealers in the future.
(d) Season starting price means the
price at which the parties agree to sell Oregon seafood and at which the
parties agree to pay for Oregon seafood at the onset of a seafood harvesting
season and for as long a period as the parties to the negotiations determine.
(2)(a) It is the intent of this section
and ORS 646.535 (2) and 646.740 (11) to displace competition with a regulatory
program in the
(b) An
(c) If the dealers negotiate the season
starting price through a committee under paragraph (b) of this subsection,
nonparticipating dealers are not bound by the acts of the committee.
(d) Any agreements that arise from
negotiations conducted under this section are binding only on the parties that
participate in the negotiations and agree to be bound.
(e) The Director of Agriculture is
authorized to actively supervise the conduct of an
(f) The director may compel the parties to
take whatever action the director considers necessary to:
(A) Ensure that the parties are engaging
in conduct that is authorized under this section;
(B) Ensure that the policies of this state
are being fulfilled under the regulatory program; and
(C) Enjoin conduct by any of the parties
that is not authorized by the director or conduct that the director finds does
not advance the interests of this state in carrying out the regulatory program.
(g) The director may adopt rules to carry
out the directors authority under this section.
(h) The director may designate persons as
the director deems necessary to carry out the responsibility of actively
supervising the conduct of the parties, including serving as intermediaries
between prospective parties. Persons designated by the director must be
employees of the State Department of Agriculture.
(i) The director by rule shall set and
collect fees from the parties who are participants in a regulatory program. The
fees shall be deposited in the Department of Agriculture Account established
under ORS 561.150. [2003 c.487 §3]
62.850
Use of term cooperative.
(1) No person other than a cooperative incorporated under this chapter or a
previous Act of this state shall use the term cooperative, or any variation
thereof, as part of its corporate or other business name or title.
(2) Any violation of this section may be
enjoined upon suit by any cooperative, without a showing of any damage to
itself. [1957 c.716 §71; 1981 c.542 §12]
62.855
Application of chapter. The
provisions of this chapter apply to the fullest extent permitted by the laws
and Constitution of the
62.860
Effect of amendment or repeal of Oregon Cooperative Corporation Act. The Oregon Cooperative Corporation Act may
be amended, repealed or modified, but such amendment, repeal or modification
shall not affect any vested rights or take away or impair any remedy for any
liability which has been previously incurred. [1957 c.716 §74]
62.865
Effect of repeal of prior statutes. The repeal (by section 76, chapter 716, Oregon Laws 1957) of the
sections compiled in the 1953 part for ORS chapter 62 does not affect any right
accrued or established, or any liability or penalty incurred, under the
provisions of those sections prior to their repeal. [1957 c.716 §75]
62.870
Notice to members of agricultural cooperative; date; contents; effect of
failure to send notice. An
agricultural cooperative organized and operating under ORS chapter 62 must send
a notice to all members of the cooperative annually. The cooperative shall send
a member the notice in February or with the members contract. The notice shall
state that members may not file an agricultural produce lien under ORS 87.228
and 87.700 to 87.736 against the cooperative. Failure by a cooperative to send
the notice does not give a member lien rights against the cooperative. [2001
c.301 §4]
Note: 62.870 was enacted into law by the
Legislative Assembly but was not added to or made a part of ORS chapter 62 or
any series therein by legislative action. See Preface to Oregon Revised
Statutes for further explanation.
62.990 [Repealed by 1957 c.716 §76]
_______________
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