Oregon Law
Law as of Jan 1, 2024
Chapter contents
62.005Short title 62.010[Repealed by 1957 c.716 §76] 62.015Definitions 62.020[Repealed by 1957 c.716 §76] 62.025Filing requirements 62.030Filing, service, copying and certification fees 62.035Effective time and date of document 62.040Correcting filed document 62.045Forms; rules 62.050Filing duty of Secretary of State 62.055Appeal from Secretary of State’s refusal to file document 62.060Evidentiary effect of copy of filed document 62.065Certificate of existence 62.110[Repealed by 1957 c.716 §76] 62.115Purposes for which cooperatives may be organized 62.120[Repealed by 1957 c.716 §76] 62.125General powers 62.128Reserved name 62.130[Repealed by 1957 c.716 §76] 62.131Cooperative name 62.135Bylaws 62.140[Repealed by 1957 c.716 §76] 62.145Membership 62.150[Repealed by 1957 c.716 §76] 62.155Registered office and registered agent; service of process on cooperative 62.160[Repealed by 1957 c.716 §76] 62.165Actions in excess of authority 62.170[Repealed by 1957 c.716 §76] 62.175Capital stock; membership stock 62.180[Repealed by 1957 c.716 §76] 62.185Certificates of stock; contents 62.190[Repealed by 1957 c.716 §76] 62.195Voting by shareholders 62.200[Repealed by 1957 c.716 §76] 62.205Subscription agreement for shares or agreement to pay a membership fee; default 62.210[Repealed by 1957 c.716 §76] 62.215Limitation of liability of members and shareholders 62.220[Repealed by 1957 c.716 §76] 62.225Dividends on capital stock 62.230[Repealed by 1957 c.716 §76] 62.235Recall, exchange or redemption of stock or other evidence of equity by cooperative 62.240[Repealed by 1957 c.716 §76] 62.245Missing certificates or evidence of interest in cooperative; missing records relating to redemption of interest in cooperative 62.250[Repealed by 1957 c.716 §76] 62.251Notice to directors, members and shareholders 62.255Meetings of members 62.260[Repealed by 1957 c.716 §76] 62.265Voting by members 62.270[Repealed by 1957 c.716 §76] 62.275Quorum of members 62.280Board of directors 62.283Standard of conduct for directors; permissible reliance on opinions and reports of others; limitation of liability 62.284Director conflict of interest 62.285Meetings of board of directors 62.286Loans to or guarantees for directors 62.287Directors’ meeting by conference telephone or similar communications equipment 62.290Executive committee 62.295Officers 62.300Compensation and benefits to directors, officers and employees 62.305Taking action without meeting; effective date of action 62.310[Repealed by 1957 c.716 §76] 62.315Waiver of notice 62.320[Repealed by 1957 c.716 §76] 62.325Voting requirements of articles 62.330[Repealed by 1957 c.716 §76] 62.335Action brought in right of cooperative by member or shareholder; attorney fees 62.355Cooperative contracts 62.360Recording cooperative contracts 62.365Relief against breach or threatened breach of contract; penalty for interference 62.370Civil action for inducing breach of contract with cooperative or spreading false reports about cooperative 62.410[Repealed by 1957 c.716 §76] 62.415Apportionment and distribution of net proceeds or savings or net losses 62.420[Repealed by 1957 c.716 §76] 62.425Unclaimed distribution, redemptions or payments 62.430Payments in name of deceased owner of capital credits or retains in cooperative 62.435Sale or other disposition of entire assets 62.440Books and records; attorney fees 62.455Annual report; form; effect of error; update of information 62.460[1981 c.542 §6; repealed by 1995 c.195 §46] 62.462Definitions for ORS 62.462 to 62.482 62.464Authority to indemnify director; report to members 62.465[1981 c.542 §7; repealed by 1995 c.195 §46] 62.466Mandatory indemnification of director 62.468Advance for expenses 62.470[1981 c.542 §8; repealed by 1995 c.195 §46] 62.472Court-ordered indemnification 62.474Determination and authorization of indemnification 62.475[1981 c.542 §9; repealed by 1995 c.195 §46] 62.476Indemnification of officers, employees and agents 62.478Insurance 62.480[1981 c.542 §10; repealed by 1995 c.195 §46] 62.482Application of ORS 62.462 to 62.482 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] 62.511Incorporators; articles of incorporation 62.513Contents of articles of incorporation; rules 62.515Organization meeting of directors 62.555Right to amend articles of incorporation 62.560Shareholder voting on amendments to articles 62.565Articles of amendment; effect of amendment 62.570Restated articles 62.605Definitions for ORS 62.605 to 62.623 62.607Conversion 62.609Action on plan of conversion 62.610[1957 c.716 §43; 1963 c.156 §3; 1995 c.195 §39; repealed by 1999 c.362 §67] 62.611Articles and plan of conversion 62.613Effect of conversion; entity existence continues 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] 62.617Merger; plan of merger 62.619Action on plan of merger 62.620[1957 c.716 §45; 1995 c.195 §41; 1999 c.362 §27; renumbered 62.623 in 1999] 62.621Articles and plan of merger 62.623Effect of merger 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] 62.655Voluntary dissolution by act of cooperative 62.660[1957 c.716 §50; repealed by 1965 c.631 §27] 62.665Procedure for dissolution 62.670Revocation of voluntary dissolution 62.675Effect of revocation of voluntary dissolution proceedings 62.680Articles of dissolution 62.685Effect of filing articles of dissolution 62.690Administrative dissolution 62.695Jurisdiction of court to dissolve cooperative and liquidate assets and business of cooperative 62.700[1957 c.716 §58; 1987 c.94 §94; repealed by 1995 c.195 §46] 62.702Procedure for dissolution of cooperative by court 62.704Judgment of dissolution issued by court 62.705[1957 c.716 §59; repealed by 1974 c.2 §5] 62.708Effect of dissolution 62.710[1957 c.716 §60; 1987 c.94 §95; 1991 c.883 §17; repealed by 1995 c.195 §46] 62.712Disposition of known claims against dissolved cooperative 62.714Notice of dissolution; presentation of claims against cooperative 62.720Presumption of abandonment; procedure for agriculture cooperatives and others 62.755Admission of foreign cooperatives 62.760Registration of name of foreign cooperative 62.765Definitions for ORS 62.765 to 62.792 62.768Election to be governed as employee cooperative; corporate name 62.771Revocation of election to be governed as employee cooperative 62.774Qualifications of members; membership shares; rights of members 62.777Membership powers 62.780Apportionment of net earnings or losses 62.783Internal capital accounts; redemption of shares; collective reserve account 62.786Internal capital account cooperative 62.789Procedure for revocation of election; limits on merger 62.792Short title 62.800Short title; purpose; resolution of conflicts 62.803Definitions for ORS 62.800 to 62.815 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] 62.806Election as nonprofit cooperative 62.809Requirements for membership in cooperative; acceptance and entitlements of member; membership after sale of dwelling 62.810[1957 c.716 §64; 1965 c.631 §26; 1985 c.351 §16; repealed by 1987 c.94 §174] 62.811Recordation of cooperative documents 62.812Distribution of cooperative assets upon dissolution 62.813Lienholder’s rights; rights and obligations on transfer of title; storage agreements 62.815Prohibited actions 62.825Powers of Secretary of State 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[1957 c.716 §35; 2001 c.142 §2; 2003 c.487 §1; 2009 c.241 §3; renumbered 646.736 in 2011] 62.847[2009 c.241 §2; renumbered 646.737 in 2011] 62.848[2001 c.142 §4; 2005 c.290 §1; renumbered 646.738 in 2011] 62.849[2003 c.487 §3; renumbered 646.739 in 2011] 62.850Use of term “cooperative.” 62.855Application of chapter 62.860Effect of amendment or repeal of Oregon Cooperative Corporation Act 62.865Effect of repeal of prior statutes 62.870Notice to members of agricultural cooperative; date; contents; effect of failure to send notice 62.990[Repealed by 1957 c.716 §76] 62.992Penalty for signing false document

Chapter 62 — Cooperatives

ORS 62.611 Articles and plan of conversion

(1)

After the owners approve a conversion, the converting business entity shall:

(a)

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

(b)

File a plan of conversion or, in lieu of a plan of conversion, a written declaration that:

(A)

Identifies an address for an office of the converted entity where the plan of conversion is on file; and

(B)

States that the converted entity will provide any owner with a copy of the plan of conversion upon request and at no cost.

(2)

The conversion takes effect at the later of the date and time determined in accordance with ORS 62.035 or the date and time determined under the statutes that govern the business entity that is not a cooperative.

Official sources · 2Tap to view provenance and version history

Online copy of the published ORS edition

Provenance

Version history

Prior statutory text is not available in the ingested published editions. Consult an earlier official ORS edition or the cited Oregon Laws chapter.