2017 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 062 - Cooperatives
Section 62.435 - Sale or other disposition of entire assets.
(1) A sale, lease, exchange or other disposition of all, or substantially all, of a cooperative’s property and assets, if made in the cooperative’s usual and regular course of business, may occur under terms and conditions and for consideration that consists in whole or in part of money or property, real or personal, including shares of any other cooperative, corporation or association, domestic or foreign, as the cooperative’s board authorizes. A sale, lease, exchange or other disposition in accordance with this subsection does not require authorization or consent from members or shareholders.
(2) If a sale, lease, exchange or other disposition of all, or substantially all, of the cooperative’s property and assets, with or without goodwill, does not occur in the usual and regular course of the cooperative’s business, the sale, lease, exchange or other disposition may occur under terms and for consideration that consists, in whole or in part, of money or property, real or personal, including shares of any other cooperative, corporation or association, if the sale, lease, exchange or other disposition is authorized in the following manner:
(a) The board shall adopt a resolution that recommends the sale, lease, exchange or other disposition and submits the recommendation to a vote at a meeting of members, which may be either an annual or a special meeting. If the cooperative has shareholders, the board shall submit the recommendation to a joint meeting of members and shareholders.
(b) The board shall give written or printed notice to each member and to each shareholder within the time and in the manner provided in ORS 62.255 for giving notice of meetings of members. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the recommendation for the sale, lease, exchange or other disposition.
(c) At the meeting, the members and shareholders may approve the sale, lease, exchange or other disposition of all or substantially all of the cooperative’s property and assets and may fix, or may authorize the board to fix, any or all of the terms of and consideration for the sale, lease, exchange or other disposition by an affirmative vote of:
(A) Two-thirds of all the members and two-thirds of all the shareholders of an electric cooperative that are entitled to vote;
(B) A majority of all the members and a majority of all the shareholders of a telephone cooperative that are entitled to vote, unless the telephone cooperative’s bylaws require a greater number; or
(C) A majority of all the members and a majority of all the shareholders of any other cooperative that are entitled to vote.
(3) After the members and shareholders vote in accordance with subsection (2) of this section, the board nevertheless, in the board’s discretion, may abandon the sale, lease, exchange or other disposition subject to the rights of third parties under any contracts that relate to the sale, lease, exchange or other disposition, without further action or approval by members or shareholders. [1957 c.716 §48; 2015 c.113 §5]
