2017 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 062 - Cooperatives
Section 62.513 - Contents of articles of incorporation; rules.

(a) The name of the cooperative, which satisfies the requirements of ORS 62.131.

(b) The purposes for which the cooperative is organized. It shall be sufficient to state, either alone or with other purposes, that the purpose of the cooperative is to engage in any lawful activity for which cooperatives may be organized under this chapter, and by such statement, all lawful activities shall be within the purposes of the cooperative, except for express limitations, if any.

(c) Whether the cooperative is organized with or without membership stock, and if organized without membership stock the amount of the membership fee and whether the membership fee may be changed in accordance with a procedure established in the bylaws without the necessity of filing amended or restated articles, and the limitations, if any, on transfer of a membership.

(d) The number and par value, if any, of shares of each authorized class of stock, and if more than one class is authorized, the designation, preferences, limitations and relative rights of each class.

(e) Which classes of stock, if any, are membership stock, and the limitations upon transfer, if any, applicable to such stock.

(f) Any limitation of the right to acquire or recall any stock.

(g) The basis of distribution of assets in the event of dissolution or liquidation.

(h) The street address of the cooperative’s initial registered office and the name of its initial registered agent who shall be amenable to service of process at the address.

(i) A mailing address to which the Secretary of State may mail notices as required by this chapter.

(j) The number of directors constituting the initial board of directors.

(k) The name and address of each incorporator.

(2) Duration shall be perpetual unless the articles of incorporation expressly limit the period of duration.

(3) It is not necessary to set forth in the articles any of the corporate powers enumerated in this chapter. The articles may include additional provisions, not inconsistent with law, for the regulation of the internal affairs of the cooperative, including any provision that restricts the transfer of shares or that under this chapter is required or permitted to be set forth in the bylaws. Any provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control.

(4) Without limiting the provisions of subsection (3) of this section, the articles of incorporation may set forth:

(a) The names of the initial directors;

(b) The addresses of the initial directors;

(c) The names and addresses of the president and secretary;

(d) Provisions regarding:

(A) Managing the business and regulating the affairs of the cooperative; and

(B) Defining, limiting and regulating the powers of the cooperative, its board of directors and members;

(e) A provision eliminating or limiting the personal liability of a director to the cooperative, its members or its shareholders for monetary damages for conduct as a director, provided that the provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective and the provision shall not eliminate or limit the liability of a director for:

(A) Any breach of the director’s duty of loyalty to the cooperative, its members or its shareholders;

(B) Acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law; or

(C) Any transaction from which the director derived an improper personal benefit; and

(f) Any provision that under this chapter is required or permitted to be set forth in the bylaws.

(5) The Secretary of State by rule may require additional identifying information. [1995 c.195 §25; 2007 c.186 §6]