reglab/housing_qa huggingface dataset:
OR Rev Stat § 707.246 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.246 - Manner of amending articles of incorporation.

Amendments to the articles of incorporation shall be made in the following manner: (1) If an institution or Oregon stock savings bank has issued shares of stock: (a) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, 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 shall be given to each shareholder of record entitled to vote within the time and in the manner provided in this chapter for giving notice of meetings of shareholders. If the meeting is an annual meeting, the proposed amendment or such summary may be included in the notice of such annual meeting. (c) At such meeting, a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least a majority of the shares entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least a majority of the shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon. (2)(a) If an institution or Oregon stock savings bank has not issued any shares of stock, the articles of incorporation may be amended by resolution adopted by a majority of the directors. (b) If the provisions of the articles of incorporation relating to the duration, purposes, authorized shares, rights or preferences of shares, or internal affairs of the institution or Oregon stock savings bank are amended by the directors prior to the issuance of stock, the directors shall immediately notify in writing each person who is a party to any agreement for the subscription of stock of the institution or Oregon stock savings bank. Such notice shall set forth the text of the amendment and state that the subscriber may, within 30 days after delivery or mailing of the notice of amendment, rescind the subscriber’s subscription by notice in writing delivered or mailed to the directors at an address specified. If a notice of rescission is not delivered or mailed within 30 days, the subscriber may not thereafter assert the fact of the amendment as the basis for avoiding the subscription agreement or asserting any claim against any person. (3) Any number of amendments may be submitted to the shareholders or directors and voted upon by them at one meeting. [1989 c.324 §11; 1997 c.631 §60]
OR Rev Stat § 707.248 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.248 - Shareholders authorized to vote on amendment to articles of incorporation.

(1) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would: (a) Increase or decrease the aggregate number of authorized shares of such class. (b) Effect an exchange, reclassification or cancellation of all or part of the shares of such class. (c) Effect an exchange, or create a right of exchange, of all or any part of the shares of another class into the shares of such class. (d) Change the designations, preferences, limitations or relative rights of the shares of such class. (e) Change the shares of such class into the same or a different number of shares of the same class or another class or classes. (f) Create a new class of shares with rights and preferences prior and superior to the shares of such class, or increase the rights and preferences of any class with rights and preferences prior or superior to the shares of such class. (g) Divide the shares of such class into series and fix and determine the designation of such series and the variations in the relative rights and preferences between the shares of such series or authorize the board of directors to do so. (h) Limit or deny the existing preemptive rights of the shares of such class. (i) Cancel or otherwise affect dividends on the shares of such class which had accrued but had not been declared. (2) Different series of the same class of shares shall not constitute different classes of shares for the purpose of voting by classes upon a proposed amendment, except when a series will be adversely affected by an amendment in a manner different from other shares of the same class. [1989 c.324 §12; 1997 c.631 §61]
OR Rev Stat § 707.250 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.250 - Execution of amendments to articles of incorporation.

The articles of amendment shall be executed in duplicate by the institution or Oregon stock savings bank by its president or a vice president and by its cashier, its secretary or an assistant secretary and shall set forth: (1) The name of the institution or Oregon stock savings bank. (2) If the amendment alters or changes any provision of the original or amended articles of incorporation, an identification by reference or description of the affected provision and a statement of its text as it is amended to read. If the amendment strikes or deletes any provision of the original or amended articles of incorporation, an identification by reference or description of the provision so stricken or deleted and a statement that it is stricken or deleted. If the amendment is an addition to the original or amended articles of incorporation, a statement of that fact and the full text of each provision added. (3) The date of the adoption of the amendment by the shareholders. (4) The number of shares outstanding and the number of shares entitled to vote thereon, and if the shares of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each such class. (5) The number of shares voted for and against such amendment, 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 such amendment, respectively. (6) If such amendment provides 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 amendment, a statement of the manner in which the same shall be effected. (7) If such amendment was adopted by a majority of the directors pursuant to ORS 707.246 (2)(a), then, in lieu of the information required by subsections (3), (4) and (5) of this section, a statement that no shares have yet been issued and that the amendment was authorized as provided in ORS 707.246 (2)(a). The date of the adoption of the amendment by a majority of the directors shall be included. Articles of amendment under this subsection may be executed as provided in this section or by a majority of the directors. [1989 c.324 §13; 1997 c.631 §62]
OR Rev Stat § 707.252 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.252 - Filing of amended articles of incorporation.

Duplicate originals of the articles of amendment shall be delivered to the Director of the Department of Consumer and Business Services. If the director finds that the articles of amendment conform to law, the director shall, when all fees and charges have been paid as in this chapter prescribed: (1) Indorse on each such duplicate originals the word "Filed" and the month, day and year of the filing thereof. (2) File one of such duplicate originals in the office of the director. (3) Return one duplicate original of the articles of amendment to the banking institution or its representative. [1989 c.324 §14; 1997 c.631 §63]
OR Rev Stat § 707.254 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.254 - Effective date of amended articles of incorporation; effect on existing cause of action.

(1) Except as provided in subsection (2) of this section, after the Director of the Department of Consumer and Business Services approves and files an amendment to the articles of incorporation, the amendment is effective and the articles of incorporation are amended accordingly. (2) If an amendment to the articles of incorporation specifies a delayed effective date, the amendment is effective on the date specified. A delayed effective date for an amendment may not be later than the 90th day after the date on which the director approves and files the amendment. (3) An amendment does not affect any existing cause of action in favor of or against a banking institution, any pending suit to which such banking institution is a party or the existing rights of persons other than shareholders. An amendment that changes the corporate name does not abate an action brought by or against the banking institution under the former name. [1989 c.324 §15; 1997 c.631 §64; 2015 c.244 §23]
OR Rev Stat § 707.258 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.258 - Terms of class of shares or series within class determined by board of directors.

(1) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, within the limits set forth in ORS 707.110, of any class of shares before the issuance of any shares of that class or of one or more series within a class before the issuance of any shares of that series. (2) Each series of a class must be given a distinguishing designation. (3) All shares of a series must have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, of those of other series of the same class. (4) Before issuing any shares of a class or series created under this section, the institution or Oregon stock savings bank must deliver to the Director of the Department of Consumer and Business Services for filing, articles of amendment which are effective without shareholder action that set forth: (a) The name of the institution or Oregon stock savings bank; (b) The text of the amendment determining the terms of the class or series of shares; (c) The date it was adopted; and (d) A statement that the amendment was duly adopted by the board of directors. [1989 c.324 §28; 1997 c.631 §66]
OR Rev Stat § 707.260 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.260 - Fractional shares; scrip.

(1) An institution or Oregon stock savings bank may: (a) Issue fractions of a share or pay in money the value of fractions of a share; (b) Arrange for disposition of fractional shares by the shareholders; or (c) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. (2) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the following information: (a) The name of the issuing institution or Oregon stock savings bank and a statement that it is organized under the law of this state; (b) The name of the person to whom the scrip is issued; and (c) The number and class of shares and the designation of the series, if any, for which the certificate may be exchanged. (3) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, receive dividends and participate in the assets of the institution or Oregon stock savings bank upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. (4) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including: (a) That the scrip will become void if not exchanged for full shares before a specified date; or (b) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. [1989 c.324 §32; 1997 c.631 §67]
OR Rev Stat § 707.262 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.262 - Share options; limits on issuance.

(1) Subject to any provisions set forth in its articles of incorporation and subject to preemptive rights, if any, of existing shareholders, an institution or Oregon stock savings bank may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders thereof to purchase from the institution or Oregon stock savings bank shares of any class or classes. Such rights or options shall be evidenced in such manner as the board of directors shall approve and, subject to the provisions of the articles of incorporation, shall set forth the terms upon which, the time or times within which and the price or prices at which such shares may be purchased from the institution or Oregon stock savings bank on the exercise of any such right or option. (2) The rights or options described in subsection (1) of this section may not be issued to a director, officer or employee of the institution or Oregon stock savings bank or of any subsidiary thereof unless the issuance: (a) Is to all shareholders of the institution, Oregon stock savings bank or subsidiary thereof; (b) Is approved at the annual meeting or a special meeting by the holders of at least two-thirds of the outstanding shares entitled to vote thereon; or (c) Is pursuant to a plan previously so approved. (3) In the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of the consideration received for the rights or options described in subsection (1) of this section shall be conclusive. [1989 c.324 §29; 1997 c.631 §68; 2001 c.377 §58]
OR Rev Stat § 707.266 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.266 - Expenses of organization or issue of shares.

The reasonable charges and expenses of organization or reorganization of an institution or Oregon stock savings bank, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by such institution or Oregon stock savings bank out of the consideration received by it in payment for its shares without rendering such shares not fully paid and nonassessable. [1989 c.324 §31; 1997 c.631 §69]
OR Rev Stat § 707.268 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.268 - Restrictions on redemption of shares.

No redemption or purchase of shares shall be made by an institution or Oregon stock savings bank when it is insolvent or when such redemption or purchase would render it insolvent, or which would reduce the net assets below the aggregate amount payable to the shareholders with prior or equal rights to the assets of the institution or Oregon stock savings bank upon involuntary dissolution. [1989 c.324 §33; 1997 c.631 §70]
OR Rev Stat § 707.270 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.270 - Effect of redemption of shares; statement of cancellation.

(1) When shares of an institution or Oregon stock savings bank are redeemed, the shares shall be restored to the status of authorized but unissued shares, unless the articles of incorporation provide that shares when redeemed shall not be reissued, in which case a statement of cancellation shall be submitted for filing as provided in this section, shall constitute an amendment to the articles of incorporation and shall reduce the number of shares of the class so canceled, which the institution or Oregon stock savings bank is authorized to issue by the number of shares so canceled. (2) The statement of cancellation shall be executed in duplicate by the institution or Oregon stock savings bank by an authorized officer and shall set forth: (a) The name of the institution or Oregon stock savings bank. (b) The number of shares canceled through redemption, itemized by classes and series. (c) The number of shares that the institution or Oregon stock savings bank has authority to issue, itemized by classes and series, after giving effect to such cancellation. (3) Duplicate originals of such statement shall be submitted to the Director of the Department of Consumer and Business Services for filing. If the director finds that such statement conforms to law, the director shall, when all fees and charges have been paid as prescribed by this chapter: (a) Indorse on each duplicate original the word "Filed" and the month, day and year of the filing thereof. (b) File one duplicate original in the office of the director. (c) Return the other duplicate original to the institution or Oregon stock savings bank or its representative. (4) Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction in the number of authorized shares of any class in any other manner permitted by the Bank Act. [1989 c.324 §34; 1997 c.631 §71]
OR Rev Stat § 707.272 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.272 - Paid-in capital; use; retained earnings reserve; approval of director for redemption of shares; rules.

(1) The paid-in capital of an institution or Oregon stock savings bank may be increased from time to time by resolution of the board of directors directing that all or a part of the retained earnings of the institution or Oregon stock savings bank be transferred to paid-in capital. (2) An institution or Oregon stock savings bank may, by resolution of its board of directors and with the approval of the Director of the Department of Consumer and Business Services, apply part of its paid-in capital to the reduction or elimination of any deficit in retained earnings arising from losses. (3) An institution or Oregon stock savings bank may, by resolution of its board of directors, create a reserve or reserves out of its retained earnings for any proper purpose or purposes and may abolish any such reserve in the same manner. Retained earnings of the institution or Oregon stock savings bank to the extent so reserved shall not be available for the payment of dividends or other distributions by the institution or Oregon stock savings bank except as expressly permitted by the Bank Act. (4) An institution or Oregon stock savings bank may redeem shares of its stock only with the prior approval of the director. A class or series of shares may be designated redeemable upon certain terms and conditions in advance of its issuance with the prior approval of the director, in which event no further approval shall be required to redeem the shares in accordance with the terms and conditions approved. (5) The director may refuse to approve a reduction in paid-in capital under subsection (2) of this section or redemption of shares under subsection (4) of this section if the director determines that the remaining paid-in capital of the institution or Oregon stock savings bank would be inadequate for the safe and sound operation of the institution or Oregon stock savings bank. (6) The director may by rule or order waive the requirement for prior approval of redemptions of shares. [1989 c.324 §35; 1997 c.631 §72]
OR Rev Stat § 707.380 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.380 - Limitation on dividends; exception.

(1) The board of directors of an institution or Oregon stock savings bank may, at any regular meeting, declare a dividend, but, except as provided in subsection (2) of this section, the amount of the dividend shall not be greater than its unreserved retained earnings, deducting therefrom, to the extent not already charged against earnings or reflected in a reserve, the following: (a) All bad debts, which are debts on which interest is past due and unpaid for at least six months, unless the debt is fully secured and in the process of collection. (b) All other assets charged off as required by the Director of the Department of Consumer and Business Services or a state or federal examiner. (c) All accrued expenses, interest and taxes of the institution or Oregon stock savings bank. (2) Notwithstanding subsection (1) of this section, an institution or Oregon stock savings bank may, by resolution of its board of directors and with the prior approval of the director, pay a dividend in an amount greater than the amount provided in subsection (1) of this section. The director may approve payment of such a dividend only if the director determines that the payment of the dividend would not result in the remaining stockholders’ equity of the institution or Oregon stock savings bank being inadequate for the safe and sound operation of the institution or Oregon stock savings bank. [Amended by 1973 c.797 §79; 1997 c.631 §74; 2021 c.197 §1]
OR Rev Stat § 707.400 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.400 - Suspension of payment of dividends.

The Director of the Department of Consumer and Business Services may require any institution or Oregon stock savings bank to suspend the payment of any dividends if the director determines that the payment of dividends would result in the remaining stockholders’ equity of the institution or Oregon stock savings bank being inadequate for the safe and sound operation of the institution or Oregon stock savings bank. [Amended by 1963 c.580 §82; 1973 c.797 §80; 1997 c.631 §75]
OR Rev Stat § 707.410 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers|Section 707.410 - Record of dividends declared.

At meetings of the board of directors where dividends are declared, a complete record of the proceedings and business transacted by the board of directors shall be entered in the minutes in the manner required by the Director of the Department of Consumer and Business Services. The minutes shall show that a detailed financial statement as of the last day of the month previous to the month during which the meeting is held was the basis of the decision of the board. [Amended by 1963 c.195 §4; 1973 c.797 §81]