reglab/housing_qa huggingface dataset:
OR Rev Stat § 62.235 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.235 - Recall, exchange or redemption of stock or other evidence of equity by cooperative.

(1) 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 if such shares have no par value the consideration paid therefor shall be the consideration in dollars for which the shares were issued plus accrued and unpaid dividends. The cooperative may set off obligations to it of the holder of membership stock or other stock or other evidence of equity, including capital credits or accounts representing capital credits. The cooperative shall have a continuing perfected security interest in the evidence of equity, capital credits or accounts representing capital credits to secure payment of any indebtedness, whenever incurred, owed to the cooperative by the holder. Notwithstanding any other provision of law, the security interest shall take priority over all other perfected security interests. No such acquisition, recall or redemption of stock or other evidence of equity shall be made if the result thereof would be to bring the value of the remaining assets of the cooperative below the aggregate of its indebtedness. The articles may provide other limitations on the right of a cooperative to acquire, recall, exchange or redeem its shares or other evidences of equity. (2) When shares are acquired, recalled, exchanged or redeemed by the cooperative, such shares shall be restored to the status of authorized but unissued shares. [1957 c.716 §14; 1993 c.428 §1]
OR Rev Stat § 62.245 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.245 - Missing certificates or evidence of interest in cooperative; missing records relating to redemption of interest in cooperative.

(1) 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 cooperative is missing, the cooperative shall issue a duplicate thereof upon the request of the owner and upon the furnishing of such indemnity as may be required by the cooperative. (2) When records showing ownership of membership in a cooperative or of a share or shares of membership or capital stock in a cooperative, or 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, are missing and if the information which is missing is necessary to a proposed redemption of any of the items described in this subsection, the cooperative may give notice and redeem the items as follows: (a) The cooperative shall set aside an amount equal to the value of the items to be redeemed. (b) The cooperative shall give notice of the redemption to all owners of items of which the cooperative has knowledge. (c) If there are items the ownership of which is unknown to the cooperative, it shall publish notice of the redemption at least once a month for four months in a newspaper of general circulation in the county in which the registered office of the cooperative is located. (d) After the completion of the publication, any unclaimed outstanding items represented by the missing records may then be terminated in accordance with the provisions of this chapter dealing with unclaimed distributions, redemptions or proceeds. [1957 c.716 §19; 1995 c.195 §6]
OR Rev Stat § 62.255 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.255 - Meetings of members.

(1) 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. (2) 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 fix a time for such meeting, the annual meeting shall be held in each calendar year at such time as the board shall determine. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the cooperative. (3) Special member meetings may be called by the president or the board; or the secretary shall call such a meeting upon the filing of a petition stating the business to be brought before the meeting signed by not less than 10 percent of the members of the cooperative. (4) Written or printed notice, stating the place, day and hour, and in case of a special member meeting the purposes for which the meeting is called, shall be given to each member and each shareholder, if shareholders are entitled to vote at such meeting, either personally or by mail not less than seven or more than 30 days before the meeting by direction of the person calling the meeting. If mailed, the notice shall be deemed to be given when deposited in the United States mail addressed to the member or shareholder at the address of the member or shareholder as it appears on the records of the cooperative with postage thereon prepaid. At any meeting at which the members are to be represented by delegates, notice to the members may be given by notifying the delegates and their alternates if any. (5) A cooperative may provide in its bylaws: (a) For the formation of districts and the holding of member meetings by districts and that elections of directors may be held at district meetings. (b) That district meetings may elect delegates who shall represent their districts in annual and special meetings of the members. Notice of district meetings shall be given in the same manner as prescribed in this section for member meetings. [1957 c.716 §20]
OR Rev Stat § 62.265 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.265 - Voting by members.

(1) 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 authorized by this chapter. (2) Members may not vote by proxy, except that a member that is a corporation, association or partnership may designate a representative to cast the member’s vote. In the absence of written notice that a member has designated a person other than a natural person to represent the member, the member’s principal officers may represent the member. If the bylaws of a cooperative provide for forming districts and electing delegates at district meetings to represent the districts in member meetings, such representation is not voting by proxy and the delegates shall cast the votes to which the members that the delegates represent are entitled on matters that mail ballots submitted to all members do not cover. (3)(a) If the bylaws so provide and a member consents, the board may submit to the member for a vote by written ballot or by electronic means any question, including the election of directors, that is subject to a vote at a member meeting. The ballot must be mailed or, if the member consents to receive a ballot by electronic means, communicated by electronic transmission, along with the notice of the meeting. The ballot may be cast if the member’s signature authenticates the ballot. A vote cast by this method must be counted as if the member were present and voting in person. (b) As used in this subsection, "electronic means" means a method of voting that complies with ORS 84.001 to 84.061. (4) The bylaws may set forth provisions with respect to the methods and procedures for voting that are consistent with this chapter. [1957 c.716 §21; 2015 c.113 §4; 2016 c.2 §2]
OR Rev Stat § 62.275 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.275 - Quorum of members.

(1) 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. (2) 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 except for the absence of a quorum shall be deemed effective in all respects if there were present at such meeting a quorum of members as provided in the bylaws of that cooperative which were in effect at the time of that meeting. [1957 c.716 §22]
OR Rev Stat § 62.283 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.283 - Standard of conduct for directors; permissible reliance on opinions and reports of others; limitation of liability.

(1) 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. (2) In discharging the duties of a director, a director is entitled to rely on information, opinions, reports or statements including financial statements and other financial data, if prepared or presented by: (a) One or more officers or employees of the cooperative whom the director reasonably believes to be reliable and competent in the matters presented; (b) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or (c) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence. (3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted. (4) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director’s office in compliance with this section. (5) When evaluating any offer of another party to make a tender or exchange offer for any equity security of the cooperative or any proposal to merge or consolidate the cooperative with another corporation or cooperative or to purchase or otherwise acquire all or substantially all the properties and assets of the corporation or cooperative, the directors of the cooperative may, in determining what they believe to be in the best interests of the cooperative, give due consideration to the social, legal and economic effects on employees, customers and suppliers of the cooperative and on the communities and geographical areas in which the cooperative and its subsidiaries operate, the economy of the state and nation, the long term as well as short term interests of the cooperative and its members, including the possibility that these interests may be best served by the continued independence of the cooperative, and other relevant factors. [1981 c.542 §3; 1995 c.195 §8]
OR Rev Stat § 62.285 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.285 - Meetings of board of directors.

(1) Regular or special meetings of the board may be held either within or without this state. (2) 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 meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. (3) Unless the bylaws provide otherwise, the purposes of any meeting of the board need not be specified in the notice or waiver of notice of the meeting. (4) Unless a greater number is required in the bylaws, a majority of the number of directors fixed by or determined pursuant to the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles, shall constitute a quorum for the transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at which a quorum is present is the act of the board. [1957 c.716 §24]
OR Rev Stat § 62.286 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.286 - Loans to or guarantees for directors.

(1) 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: (a) 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 (b) The cooperative’s board of directors determines that the loan or guarantee benefits the cooperative and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees. (2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan. (3) This section does not apply to loans and guarantees authorized by statute regulating any special class of cooperatives. [1995 c.195 §10]
OR Rev Stat § 62.287 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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 hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting. [1981 c.542 §5]
OR Rev Stat § 62.290 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.290 - Executive committee.

(1) 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: (a) Apportionment or distribution of net proceeds, savings or losses. (b) Selection of officers. (c) Filling of vacancies in the board or the executive committee. (2) The board may elect other directors as alternates for members of the executive committee. (3) Designation of an executive committee and the delegation thereto of authority shall not operate to relieve the board or any member thereof of any responsibility imposed upon the board or member by law. [1957 c.716 §25]
OR Rev Stat § 62.295 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.295 - Officers.

(1) 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 a director of the cooperative. The manager of a cooperative may hold the office of president or any other office. (2) The bylaws may provide for a chairperson of the board of directors. The offices of chairperson and president may be combined in one person. However, notwithstanding subsection (1) of this section, a person who is not a director may not serve as chairperson of the board of directors. (3) Any other officer may be chosen by the board. (4) All officers shall have such authority and perform such duties as the bylaws provide, or as the board may determine, not inconsistent with the bylaws. Any officer may be removed by the board whenever in its judgment the best interests of the cooperative will be served thereby. Election or appointment shall not of itself create contract rights. [1957 c.716 §26; 1969 c.312 §1; 1981 c.542 §4]
OR Rev Stat § 62.300 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.300 - Compensation and benefits to directors, officers and employees.

(1) 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. (2) Unless the bylaws provide otherwise, no director shall hold during the term as director any position in the cooperative on regular salary. (3) Unless the bylaws provide otherwise, the board may provide, for prior or future services of any officer or employee, reasonable compensation, pension or other benefits to such officer or employee and pension or other benefits to a member of the family of the officer or employee or beneficiaries of the officer or employee. No officer or employee who is a director may take part in any vote on the compensation of the officer or employee for services rendered or to be rendered the cooperative. [1957 c.716 §27]
OR Rev Stat § 62.305 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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 setting forth the action so taken is signed by all of the members, directors, executive committee members or shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote at a meeting. Unless the consent specifies a different effective date, action taken under this section is effective when the last member, director, member of the executive committee or shareholder entitled to vote, signs the consent. [1957 c.716 §28; 1995 c.195 §11]
OR Rev Stat § 62.315 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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 notice. [1957 c.716 §29]
OR Rev Stat § 62.325 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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. [1957 c.716 §30]
OR Rev Stat § 62.335 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.335 - Action brought in right of cooperative by member or shareholder; attorney fees.

(1) No action may be instituted or maintained in the right of any cooperative by a member or shareholder unless the member or shareholder: (a) 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 member or shareholder by operation of law from a member or shareholder at such time. (b) Alleges in the complaint with particularity the efforts of the member or shareholder to secure from the board such action as desired. The member or shareholder shall further allege that the member or shareholder has either informed the cooperative or board in writing of the ultimate facts of each cause of action against each director or delivered to the cooperative or board a copy of the complaint proposed to be filed. The member or shareholder shall state the reasons for failure to obtain such action or the reasons for not making such effort. (c) Files a complaint in such action within 20 days after notification given to the cooperative or board as provided by paragraph (b) of this subsection. (2) The action shall not be dismissed or compromised without the approval of the court. (3) If anything is recovered or obtained as the result of the action, whether by means of a compromise and settlement or by a judgment, the court may direct the plaintiff to account to the cooperative for the remainder of the proceeds. (4) In an action brought in the right of a cooperative by fewer than three percent of the members or by holders of less than three percent of any class of stock outstanding, the defendants may require the plaintiff to give security for the reasonable expenses of defending the action, including attorney fees. The amount of the security may thereafter be increased or decreased in the discretion of the court upon showing that the security provided is or may be inadequate or is excessive. (5) The court may award reasonable attorney fees to the prevailing party in an action under this section. [1957 c.716 §69; 1981 c.897 §15; 1995 c.618 §38]
OR Rev Stat § 62.355 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.355 - Cooperative contracts.

(1) 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: (a) 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 member or under the control of the member. (b) Authorize the cooperative or any facilities furnished by it to act for the member in any manner with respect to all or any specified part of such products. (c) Buy or procure from or through the cooperative or any facilities furnished by it, all or any specified part of goods or services to be bought or procured by the member. (d) Authorize the cooperative or any facilities furnished by it to act for the member in any manner in the procurement of goods or the procurement or performance of services. (2) The contract referred to in subsection (1) of this section may fix and require liquidated damages to be paid by the member to the cooperative in the event of breach of the contract by the member. Liquidated damages may be a percentage of the value or a specific amount per unit of the products, goods or services involved by the breach, or a specific sum. (3) Two or more cooperatives may contract and act in association, corporate or otherwise, to perform collectively any of their powers or purposes authorized by this chapter. [1957 c.716 §32]