62.005 Short title
This chapter shall be known and may be cited as the “Oregon Cooperative Corporation Act.”
Oregon Revised Statutes
Chapter 62 — Cooperatives
170 sections62.010 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.015 Definitions
As used in this chapter, unless the context requires otherwise: “Anniversary” means the day each year exactly one or more years after: The date on which the Secretary of State files the articles of incorporation for a cooperative. The date on which the Secretary of State files an application for authority to transact business for a foreign cooperative. “…
62.020 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.025 Filing requirements
For the Secretary of State to file a document under this chapter, the document must: Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section. Be a type of document that this chapter or another law requires or permits a person to file with the Secretar…
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 unde…
62.035 Effective time and date of document
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. If a document specifies a delayed effective time and date,…
62.040 Correcting filed document
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. A cooperative shall correct a document by delivering articles of correction to the Office of Secretary of State. The articles shall include…
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.
62.050 Filing duty of Secretary of State
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. 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…
62.055 Appeal from Secretary of State’s refusal to file document
If the Secretary of State refuses to file a document delivered to the Office of Secretary of State for filing, the cooperative, in addition to any other legal remedy that may be available, shall have the right to appeal from such order pursuant to the provisions of ORS 183.480.
62.060 Evidentiary effect of copy of filed document
A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the original document, or a facsimile thereof, is on file with the Office of Secretary of State. The provisions of ORS 56.110 apply to all documents filed pursuant to this chapter.
62.065 Certificate of existence
Anyone may apply to the Secretary of State to furnish a certificate of existence for a cooperative. A certificate of existence when issued means that: The cooperative’s corporate name is registered in this state; The cooperative is duly incorporated under the law of this state; All fees payable to the Secretary of State under this chapter have been paid,…
62.110 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
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.
62.120 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.125 General powers
Each cooperative shall have power: To have perpetual succession unless a limited period of duration is stated in its articles. To sue and be sued, complain and defend, in its corporate name. 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 manne…
62.128 Reserved namereserved
No operative statutory text appears at this designation in the selected edition.
62.130 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.131 Cooperative name
The name of a cooperative shall be written in the English language and may include Arabic and Roman numerals and incidental punctuation. 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 partne…
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.
62.140 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.145 Membership
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 articl…
62.150 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.155 Registered office and registered agent; service of process on cooperative
A cooperative shall have and continuously maintain in this state: A registered office that may be, but need not be, the same as the cooperative’s place of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving ag…
62.160 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
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 cooperative’s power to do such act or make or receive such transfer, except that such lack of power may be asserted in a proceeding by: A member, shareholder or director against the cooperative to enjoin any act or transfer of property to or by the cooperative. If …
62.170 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.175 Capital stock; membership stock
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…
62.180 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
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: 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 members…
62.190 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.195 Voting by shareholders
A shareholder may vote in person, by electronic means or by a proxy that the shareholder or the duly authorized attorney-in-fact of the shareholder executes in writing. A proxy is not valid after 11 months from the date of execution unless otherwise provided in the proxy. The following provisions, relating to voting of shares, apply to shareholders of cooper…
62.200 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.205 Subscription agreement for shares or agreement to pay a membership fee; default
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: Otherwise provided by the subscription agreement or the agreement to pay a membership fee; or All subs…
62.210 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
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 member’s membership fee if su…
62.220 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
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 cooperative’s remaining assets below the aggregate of the cooperative’s indebtedness.
62.230 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.235 Recall, exchange or redemption of stock or other evidence of equity by cooperative
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 …
62.240 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.245 Missing certificates or evidence of interest in cooperative; missing records relating to redemption of interest in cooperative
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 cooper…
62.250 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.251 Notice to directors, members and shareholders
Notice under this chapter must be in writing unless the articles of incorporation or bylaws permit oral notice under specific circumstances. Notice by electronic transmission, other than oral notice delivered by electronic transmission, is in writing. Notice in writing may be delivered by hand, by mail or by another delivery method. Oral notice may be deliv…
62.255 Meetings of members
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. 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…
62.260 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.265 Voting by members
Each member is entitled to one vote with respect to a matter that is subject to a vote at any member meeting, except that bylaws may authorize voting according to actual, estimated or potential patronage, or a combination of voting according to actual, estimated or potential patronage. Shares of stock do not have voting power except in the specific instances…
62.270 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.275 Quorum of members
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. 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 excep…
62.280 Board of directors
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 director’s term of office, shall be a member or…
62.283 Standard of conduct for directors; permissible reliance on opinions and reports of others; limitation of liability
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. In discharging the duties of a director,…
62.284 Director conflict of interest
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 t…
62.285 Meetings of board of directors
Regular or special meetings of the board may be held either within or without this state. 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 m…
62.286 Loans to or guarantees for directors
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: 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 The cooperative’s board of directors deter…
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 he…
62.290 Executive committee
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: Apportionment or distribution of net proceeds, savings or lo…
62.295 Officers
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…
62.300 Compensation and benefits to directors, officers and employees
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. Unless the bylaws provide otherwise, no director shall hold during the term as director any position in the cooperative on regular salary. Unless…
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 set…
62.310 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
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 …
62.320 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
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.
62.330 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.335 Action brought in right of cooperative by member or shareholder; attorney fees
No action may be instituted or maintained in the right of any cooperative by a member or shareholder unless the member or shareholder: 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 memb…
62.355 Cooperative contracts
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: 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 me…
62.360 Recording cooperative contracts
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…
62.365 Relief against breach or threatened breach of contract; penalty for interference
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, t…
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…
62.410 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.415 Apportionment and distribution of net proceeds or savings or net losses
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 …
62.420 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.425 Unclaimed distribution, redemptions or payments
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…
62.430 Payments in name of deceased owner of capital credits or retains in cooperative
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: The surviving spouse of the deceased owner; If there is no surviving spouse, the deceased owner’s surviving children 18 yea…
62.435 Sale or other disposition of entire assets
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, co…
62.440 Books and records; attorney fees
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…
62.455 Annual report; form; effect of error; update of information
A cooperative shall by the cooperative’s anniversary deliver to the office of the Secretary of State for filing an annual report that sets forth: The name of the cooperative. The street address of the cooperative’s registered office and the name of the cooperative’s registered agent at the registered office in this state. The address, including street and…
62.460 [1981 c.542 §6; repealed by 1995 c.195 §46]repealed
No operative statutory text appears at this designation in the selected edition.
62.462 Definitions for ORS 62.462 to 62.482
As used in ORS 62.462 to 62.482: “Cooperative” includes any domestic or foreign predecessor entity of a cooperative in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction. “Director” means an individual who is or was a director of a cooperative or an individual who, while a director of a cooperativ…
62.464 Authority to indemnify director; report to members
Except as provided in subsection (4) of this section, a cooperative may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if: The conduct of the individual was in good faith; The individual reasonably believed that the individual’s conduct was in the best …
62.465 [1981 c.542 §7; repealed by 1995 c.195 §46]repealed
No operative statutory text appears at this designation in the selected edition.
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.
62.468 Advance for expenses
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: The director furnishes the cooperative a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 62.464; and The directo…
62.470 [1981 c.542 §8; repealed by 1995 c.195 §46]repealed
No operative statutory text appears at this designation in the selected edition.
62.472 Court-ordered indemnification
Unless the cooperative’s 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 indemnifi…
62.474 Determination and authorization of indemnification
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. A determination that indemnification of a director is permissible shall b…
62.475 [1981 c.542 §9; repealed by 1995 c.195 §46]repealed
No operative statutory text appears at this designation in the selected edition.
62.476 Indemnification of officers, employees and agents
Unless a cooperative’s articles of incorporation provide otherwise: 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. The cooperative may indemnify and advance expenses…
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, office…
62.480 [1981 c.542 §10; repealed by 1995 c.195 §46]repealed
No operative statutory text appears at this designation in the selected edition.
62.482 Application of ORS 62.462 to 62.482
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 cooperative’s articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of members or…
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]repealed
No operative statutory text appears at this designation in the selected edition.
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]repealed
No operative statutory text appears at this designation in the selected edition.
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.
62.513 Contents of articles of incorporation; rules
The articles of incorporation shall set forth: The name of the cooperative, which satisfies the requirements of ORS 62.131. 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…
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. AME…
62.555 Right to amend articles of incorporation
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 …
62.560 Shareholder voting on amendments to articles
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 vot…
62.565 Articles of amendment; effect of amendment
Following adoption of an amendment or amendments to articles as provided in this chapter, articles of amendment shall set forth: The name of the cooperative. The text of each amendment adopted. The date of the adoption of the amendment by the members. The numbers of members voting for and against the amendment. If affected shareholders had the right to …
62.570 Restated articles
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 s…
62.605 Definitions for ORS 62.605 to 62.623
As used in this section and ORS 62.607 to 62.623: “Business entity” means: Any of the following for-profit entities: A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction; A corporation organized under ORS chapter 60, predecessor law or comparable law of another jurisdiction; A limited liabi…
62.607 Conversion
A business entity may be converted to a cooperative organized under this chapter. A cooperative organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion. A business entity may perform a conversion described in paragraph (a) or …
62.609 Action on plan of conversion
A plan of conversion shall be approved by the business entity as follows: In the case of a cooperative, in the manner provided in ORS 62.619 (1)(a) for mergers; and In the case of a business entity other than a cooperative, as provided by the statutes governing that business entity. After a conversion is approved, and at any time before articles of conver…
62.610 [1957 c.716 §43; 1963 c.156 §3; 1995 c.195 §39; repealed by 1999 c.362 §67]repealed
No operative statutory text appears at this designation in the selected edition.
62.611 Articles and plan of conversion
After the owners approve a conversion, the converting business entity shall: File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and File a plan of conversion or, in lieu of a plan of conversion, a written declaration that: Ide…
62.613 Effect of conversion; entity existence continues
When a conversion to or from a cooperative pursuant to ORS 62.607 takes effect: The business entity continues its existence despite the conversion; 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; All obligations of the converting business entity…
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]renumbered
No operative statutory text appears at this designation in the selected edition.
62.617 Merger; plan of merger
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 m…
62.619 Action on plan of merger
A plan of merger shall be approved by each business entity that is a party to the merger, as follows: 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 fo…
62.620 [1957 c.716 §45; 1995 c.195 §41; 1999 c.362 §27; renumbered 62.623 in 1999]renumbered
No operative statutory text appears at this designation in the selected edition.
62.621 Articles and plan of merger
After each business entity that is a party to a merger approves a plan of merger, the surviving business entity shall deliver to the office of the Secretary of State, for filing: Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; A plan…
62.623 Effect of merger
When a merger involving a cooperative takes effect: 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; 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 busines…
62.625 [1957 c.716 §46; 1987 c.94 §88; 1995 c.195 §42; repealed by 1999 c.362 §67]repealed
No operative statutory text appears at this designation in the selected edition.
62.635 [1957 c.716 §47; 1983 c.95 §1; 1987 c.94 §89; repealed by 1999 c.362 §67]repealed
No operative statutory text appears at this designation in the selected edition.
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: 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. Written or printed notice shall be given to each member in the manner provide…
62.660 [1957 c.716 §50; repealed by 1965 c.631 §27]repealed
No operative statutory text appears at this designation in the selected edition.
62.665 Procedure for dissolution
After the adoption of a resolution to dissolve by the members and, if appropriate, the shareholders: 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 t…
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 dissol…
62.675 Effect of revocation of voluntary dissolution proceedings
Upon the revocation of voluntary dissolution proceedings the cooperative may again carry on its business.
62.680 Articles of dissolution
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, obl…
62.685 Effect of filing articles of dissolution
When the Secretary of State has filed the articles of dissolution, the existence of the cooperative ceases, except for the purpose of suits, other proceedings and appropriate corporate action, including adopting a plan of merger, by members, shareholders, directors and officers as provided in this chapter.
62.690 Administrative dissolution
The provisions of ORS 60.647 to 60.657, relating to dissolution by the Secretary of State, apply to cooperatives.
62.695 Jurisdiction of court to dissolve cooperative and liquidate assets and business of cooperative
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: In an action by a member or shareholder when it is established that: The members are deadlocked in voting power, and have failed, for a period which includes at least two consecutiv…
62.700 [1957 c.716 §58; 1987 c.94 §94; repealed by 1995 c.195 §46]repealed
No operative statutory text appears at this designation in the selected edition.
62.702 Procedure for dissolution of cooperative by court
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 desi…
62.704 Judgment of dissolution issued by court
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 …
62.705 [1957 c.716 §59; repealed by 1974 c.2 §5]repealed
No operative statutory text appears at this designation in the selected edition.
62.708 Effect of dissolution
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: Collecting its assets; Disposing of its properties that will not be distributed in kind to its members or shareholders; Discharging or making provision for discharging its liabili…
62.710 [1957 c.716 §60; 1987 c.94 §95; 1991 c.883 §17; repealed by 1995 c.195 §46]repealed
No operative statutory text appears at this designation in the selected edition.
62.712 Disposition of known claims against dissolved cooperative
A dissolved cooperative may dispose of the known claims against it by following the procedure described in this section. The dissolved cooperative shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: Describe information that must be included in a claim; Provide a mailing address whe…
62.714 Notice of dissolution; presentation of claims against cooperative
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. The notice must: Be published one time in a newspaper of general circulation in the county where the dissolved cooperative’s principal office is located, or if the principal office is no…
62.720 Presumption of abandonment; procedure for agriculture cooperatives and others
All intangible 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 is subject to the provisions of ORS 98.302 to 98.436 and 98.992, except that with respect to agricultural cooperatives, a copy…
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 c…
62.760 Registration of name of foreign cooperative
Any foreign cooperative may register its corporate name under ORS 60.101. 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: “Employee cooperative” means a corporation which has elected to be governed by the provisions of ORS 62.765 to 62.792. “Member” means a natural person who has been accepted for membership in, and owns a membership share issued by an employee cooperative.
62.768 Election to be governed as employee cooperative; corporate name
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. A corporation so electing shall be governed by all provisions of this chapter, except as otherwise provided …
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.
62.774 Qualifications of members; membership shares; rights of members
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. An employee cooperative shall issue a class of voting shares designated as membership shares. Each member shal…
62.777 Membership powers
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. 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…
62.780 Apportionment of net earnings or losses
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 ra…
62.783 Internal capital accounts; redemption of shares; collective reserve account
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. As used in this subsection, “written notice of allocation” means a written instrument which discl…
62.786 Internal capital account cooperative
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 r…
62.789 Procedure for revocation of election; limits on merger
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. An employee cooperative which has not revoked its electi…
62.792 Short title
ORS 62.765 to 62.792 shall be known and may be cited as the “Employee Cooperative Corporations Act.” MANUFACTURED DWELLING PARK COOPERATIVES
62.800 Short title; purpose; resolution of conflicts
ORS 62.800 to 62.815 may be cited as the Manufactured Dwelling Park Nonprofit Cooperative Corporation Act. 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. In the event of any conflict between ORS 62.800 to 62.815 and other…
62.803 Definitions for ORS 62.800 to 62.815
As used in ORS 62.800 to 62.815, unless the context requires otherwise: “Lienholder” means the holder of a manufactured dwelling lien: That is recorded in the deed records of the county in which the manufactured dwelling is located; That is perfected with the Department of Consumer and Business Services pursuant to ORS 446.611; or Of which a manufactured…
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]repealed
No operative statutory text appears at this designation in the selected edition.
62.806 Election as nonprofit cooperative
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. 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.
62.809 Requirements for membership in cooperative; acceptance and entitlements of member; membership after sale of dwelling
A person may become a member of a manufactured dwelling park nonprofit cooperative if the person: Is a natural person; Owns a manufactured dwelling that is, or is to be, located in a manufactured dwelling park of the cooperative and occupied by the person; Pays the membership fee required by the cooperative; and Meets any additional membership qualificat…
62.810 [1957 c.716 §64; 1965 c.631 §26; 1985 c.351 §16; repealed by 1987 c.94 §174]repealed
No operative statutory text appears at this designation in the selected edition.
62.811 Recordation of cooperative documents
A manufactured dwelling park nonprofit cooperative may record notices, restrictive covenants, leases, memoranda and other documents relating to the cooperative in the deed records of the county in which the manufactured dwelling park of the cooperative is located.
62.812 Distribution of cooperative assets upon dissolution
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 that was charged by the cooperative as a membership fee. If a manufactured dwelling park nonprofit cooperative dissolves, after payment or provision for all debts, liabilities and obligations of t…
62.813 Lienholder’s rights; rights and obligations on transfer of title; storage agreements
If a lienholder provides a manufactured dwelling park nonprofit cooperative with a written request for notification regarding a manufactured dwelling on which the lienholder has a lien, the cooperative shall provide the lienholder with written notice of a termination of occupancy or membership if: A member of the cooperative who is identified in the lienhol…
62.815 Prohibited actions
As used in this section, “business entity” has the meaning given that term in ORS 62.605. A manufactured dwelling park nonprofit cooperative may not: Issue stock in the cooperative. Apportion, distribute or pay net proceeds or savings to members. Make payments in redemption or refund of capital credits or retains to an heir of a member. Merge with a bus…
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.
62.830 [1957 c.716 §66; repealed by 1987 c.94 §174]repealed
No operative statutory text appears at this designation in the selected edition.
62.835 [1957 c.716 §67; repealed by 1981 c.633 §83]repealed
No operative statutory text appears at this designation in the selected edition.
62.840 [1957 c.716 §68; 1983 c.717 §26a; repealed by 1987 c.94 §174]repealed
No operative statutory text appears at this designation in the selected edition.
62.845 [1957 c.716 §35; 2001 c.142 §2; 2003 c.487 §1; 2009 c.241 §3; renumbered 646.736 in 2011]renumbered
No operative statutory text appears at this designation in the selected edition.
62.847 [2009 c.241 §2; renumbered 646.737 in 2011]renumbered
No operative statutory text appears at this designation in the selected edition.
62.848 [2001 c.142 §4; 2005 c.290 §1; renumbered 646.738 in 2011]renumbered
No operative statutory text appears at this designation in the selected edition.
62.849 [2003 c.487 §3; renumbered 646.739 in 2011]renumbered
No operative statutory text appears at this designation in the selected edition.
62.850 Use of term “cooperative.”
Except as provided in paragraph (b) of this subsection, a person other than a cooperative incorporated under this chapter or under a previous Act of this state or organized under the laws of another jurisdiction may not use the term “cooperative,” or any variation of the term, as part of the person’s corporate or other business name or title. The provisions…
62.855 Application of chapter
The provisions of this chapter apply to the fullest extent permitted by the laws and Constitution of the United States and of the State of Oregon, to all existing cooperative associations incorporated under any previously existing Act of this state relating to incorporation of cooperative associations.
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.
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.
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 member’s 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 cooper…
62.990 [Repealed by 1957 c.716 §76]repealed
No operative statutory text appears at this designation in the selected edition.
62.992 Penalty for signing false document
A person commits the crime of signing a false document for filing if the person: Knows the document is false in any material respect; and Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter. Signing a false document for filing is a Class A misdemeanor. _______________