reglab/housing_qa huggingface dataset:
OR Rev Stat § 62.620 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.620

[1957 c.716 §45; 1995 c.195 §41; 1999 c.362 §27; renumbered 62.623 in 1999]
OR Rev Stat § 62.621 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.621 - Articles and plan of merger.

(1) 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: (a) 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; (b) A plan of merger or, in lieu of a plan of merger, a written declaration that: (A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and (B) States that the surviving entity will provide any owner with a copy of the plan of merger upon request and at no cost; and (c) A written declaration that states that: (A) Each cooperative that is a party to the merger: (i) Obtained the requisite approval from the cooperative’s members; and (ii) Obtained the requisite approval from the cooperative’s shareholders, if shareholders are authorized to vote on the plan of merger; and (B) Each business entity, other than a cooperative, that is a party to the merger obtained authorization and approval in accordance with the statutes that govern the business entity. (2) The merger takes effect on the later of the date and time determined in accordance with ORS 62.035 or the date and time determined in accordance with the statutes that govern a party to the merger that is a business entity other than a cooperative. [Formerly 62.615; 2015 c.28 §2b]
OR Rev Stat § 62.623 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.623 - Effect of merger.

(1) When a merger involving a cooperative takes effect: (a) 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; (b) 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 business entity without reversion or impairment; (c) All obligations of each of the business entities that were parties to the merger, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the surviving business entity; (d) An action or proceeding pending against each of the business entities that were parties to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding; (e) If a cooperative is the surviving business entity, its articles of incorporation are amended to the extent provided in the plan of merger; (f) The shares or other ownership interests of each shareholder or other owner that are to be converted into shares or other ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property, are converted as provided in the plan of merger; (g) Liability of an owner for obligations of a business entity that is a party to the merger shall be determined: (A) As to obligations incurred by the business entity prior to merger, according to the status of the owner prior to merger; and (B) As to obligations incurred by the business entity after merger, according to the status of the owner after merger, except as provided in paragraph (h) of this subsection; (h) If prior to merger an owner of a business entity was a partner of a partnership or general partner of a limited partnership and was personally liable for the business entity’s obligations, and after merger is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entity’s obligations incurred during the 12 months following merger, if the other party or parties to the transaction reasonably believed that the owner would be personally liable and had not received notice of the merger; and (i) The registration of an assumed business name of a business entity under ORS chapter 648 shall continue as the assumed business name of the surviving business entity. (2) Owners of the business entities that merged are entitled to the rights provided in the plan of merger and, in the case of owners of business entities other than cooperatives, the rights provided in the statutes applicable to that business entity, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owner’s interest. [Formerly 62.620]
OR Rev Stat § 62.655 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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: (1) 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. (2) Written or printed notice shall be given to each member in the manner provided in ORS 62.255 for the giving of notice of meetings of members, and whether the meeting be an annual or special meeting, shall state that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the cooperative. (3) At the meeting a vote of members shall be taken on a resolution to dissolve the cooperative. Adoption of the resolution shall be by affirmative vote of two-thirds of the member votes cast on that resolution. The articles may permit shareholders to vote on such a resolution for dissolution, and may fix the proportion of authorized shareholder votes required for adoption thereof. [1957 c.716 §49; 1965 c.631 §20]
OR Rev Stat § 62.665 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.665 - Procedure for dissolution.

After the adoption of a resolution to dissolve by the members and, if appropriate, the shareholders: (1) 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 to liquidate its business and affairs, and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets either in cash or in kind, among the persons entitled to the same by law, the articles and the bylaws. (2) The cooperative, at any time during the liquidation of its business and affairs, may make application to a court of competent jurisdiction within the state and judicial subdivision in which the registered office or principal place of business of the cooperative is situated, to have the liquidation continued under the supervision of the court as provided in this chapter. [1957 c.716 §51; 1965 c.631 §21]
OR Rev Stat § 62.670 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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 dissolve. [1957 c.716 §52; 1965 c.631 §22; 1985 c.728 §71]
OR Rev Stat § 62.675 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.675 - Effect of revocation of voluntary dissolution proceedings.

Upon the revocation of voluntary dissolution proceedings the cooperative may again carry on its business. [1957 c.716 §53; 1965 c.631 §23]
OR Rev Stat § 62.680 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.680 - Articles of dissolution.

(1) 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, obligations and liabilities of the cooperative to the fullest extent possible, and all of the remaining property and assets of the cooperative, if any, have been distributed to the persons entitled thereto. Articles of dissolution shall set forth: (a) The name of the cooperative. (b) The date dissolution was authorized. (c) The number of member votes for and against the resolution. (d) If shareholders were authorized to vote on the resolution, the total number of authorized shareholder votes, the numbers of such votes cast for and against the resolution and the number of such votes required by the articles for adoption thereof. (2) A cooperative is dissolved upon the effective date of its articles of dissolution. [1957 c.716 §54; 1965 c.631 §24; 1981 c.633 §65; 1985 c.728 §72; 1987 c.94 §90; 1995 c.195 §34]
OR Rev Stat § 62.685 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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. [1957 c.716 §55; 1981 c.633 §66; 1985 c.728 §73; 1987 c.94 §91; 2011 c.147 §8]
OR Rev Stat § 62.690 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.690 - Administrative dissolution.

The provisions of ORS 60.647 to 60.657, relating to dissolution by the Secretary of State, apply to cooperatives. [1957 c.716 §56; 1987 c.94 §92]
OR Rev Stat § 62.695 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.695 - Jurisdiction of court to dissolve cooperative and liquidate assets and business of cooperative.

(1) 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: (a) In an action by a member or shareholder when it is established that: (A) The members are deadlocked in voting power, and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (B) The corporate assets are being misapplied or wasted. (b) In an action by a creditor: (A) When the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied and it is established that the cooperative is insolvent; or (B) When the cooperative has admitted in writing that the claim of the creditor is due and owing and it is established that the cooperative is insolvent. (c) Upon application by a cooperative which has commenced voluntary dissolution proceedings as provided in this chapter, to have its liquidation continued under the supervision of the court. (d) When an action has been filed by the Attorney General to dissolve a cooperative and it is established that liquidation of its business and affairs should precede the entry of a judgment of dissolution. (2) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County. Venue for a proceeding brought by any other party named in this section lies in the county where a corporation’s principal office is located or, if the principal office is not in this state, where its registered office is or was last located. (3) It is not necessary to make members or shareholders parties to any action or proceeding under this section unless relief is sought against them personally. (4) A court in a proceeding brought to dissolve a cooperative may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the assets of the cooperative wherever located and carry on the business of the cooperative until a full hearing can be held. [1957 c.716 §57; 1965 c.631 §25; 1987 c.94 §93; 2003 c.576 §325]
OR Rev Stat § 62.702 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.702 - Procedure for dissolution of cooperative by court.

(1) 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 designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the cooperative and all its property wherever located. (2) The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended periodically. Among other powers: (a) The receiver may dispose of all or any part of the assets of the cooperative wherever located, at a public or private sale, if authorized by the court and may sue and defend in the receiver’s own name as receiver of the cooperative in all courts of this state. (b) The custodian may exercise all of the powers of the cooperative, through or in place of its board of directors or, creditors and any holders of other equity interest in the cooperative officers, to the extent necessary to manage the affairs of the cooperative in the best interests of its members, shareholders, creditors and any holders of other equity interest in the cooperative. (4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the cooperative, its members, shareholders, creditors and any holders of other equity interest in the cooperative. (5) The court periodically during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver’s or custodian’s counsel from the assets of the cooperative or proceeds from the sale of the assets. (6) If applicable under ORS 37.040, the Oregon Receivership Code controls over conflicting provisions of this section. [1995 c.195 §26; 2017 c.358 §46]
OR Rev Stat § 62.704 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.704 - Judgment of dissolution issued by court.

(1) 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 certified copy of the judgment. (2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the cooperative’s business and affairs in accordance with ORS 62.708 and the notification of claimants in accordance with ORS 62.712 and 62.714. [1995 c.195 §27; 2003 c.576 §326]
OR Rev Stat § 62.708 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.708 - Effect of dissolution.

(1) 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: (a) Collecting its assets; (b) Disposing of its properties that will not be distributed in kind to its members or shareholders; (c) Discharging or making provision for discharging its liabilities; (d) Distributing its remaining property among its members or shareholders according to their interests; and (e) Doing every other act necessary to wind up and liquidate its business and affairs. (2) Dissolution of a cooperative does not: (a) Transfer title to the cooperative’s property; (b) Prevent transfer of its shares, indebtedness or other equity interest, although the authorization to dissolve may provide for closing the cooperative’s share transfer records; (c) Subject its directors or officers to standards of conduct different from those prescribed in this chapter; (d) Change quorum or voting requirements for the board of directors, members or shareholders, change provisions for selection, resignation or removal of its directors or officers or both or change provisions for amending its bylaws; (e) Prevent commencement of a proceeding by or against the cooperative in its corporate name; (f) Abate or suspend a proceeding pending by or against the cooperative on the effective date of dissolution; or (g) Terminate the authority of the registered agent of the cooperative. [1995 c.195 §28]
OR Rev Stat § 62.712 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.712 - Disposition of known claims against dissolved cooperative.

(1) A dissolved cooperative may dispose of the known claims against it by following the procedure described in this section. (2) The dissolved cooperative shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sent; (c) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved cooperative must receive the claim; and (d) State that the claim will be barred if not received by the deadline. (3) A claim against the dissolved cooperative is barred: (a) If a claimant who was given written notice under subsection (2) of this section does not deliver the claim to the dissolved cooperative by the deadline; or (b) If a claimant whose claim was rejected by the dissolved cooperative does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. (4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [1995 c.195 §29]
OR Rev Stat § 62.714 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.714 - Notice of dissolution; presentation of claims against cooperative.

(1) 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. (2) The notice must: (a) 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 not in this state, where its registered office is or was last located; (b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (c) State that a claim against the cooperative will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice. (3) If the dissolved cooperative publishes a newspaper notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved cooperative within five years after the publication date of the newspaper notice: (a) A claimant who did not receive written notice under ORS 62.712; (b) A claimant whose claim was sent in a timely manner to the dissolved cooperative but not acted on; or (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. [1995 c.195 §30]
OR Rev Stat § 62.755 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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 chapter 60. A foreign cooperative may be authorized under ORS chapter 60 to transact business in this state whether or not formed for profit and whether or not formed with stock. [1957 c.716 §61; 1987 c.94 §96]
OR Rev Stat § 62.760 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.760 - Registration of name of foreign cooperative.

Any foreign cooperative may register its corporate name under ORS 60.101. [1957 c.716 §70; 1987 c.94 §97]
OR Rev Stat § 62.765 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.765 - Definitions for ORS 62.765 to 62.792.

As used in ORS 62.765 to 62.792, unless the context requires otherwise: (1) "Employee cooperative" means a corporation which has elected to be governed by the provisions of ORS 62.765 to 62.792. (2) "Member" means a natural person who has been accepted for membership in, and owns a membership share issued by an employee cooperative. [1987 c.677 §12]
OR Rev Stat § 62.768 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.768 - Election to be governed as employee cooperative; corporate name.

(1) 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. (2) A corporation so electing shall be governed by all provisions of this chapter, except as otherwise provided in ORS 62.765 to 62.792. (3) An employee cooperative may include the word "cooperative" or "co-op" in its corporate name. [1987 c.677 §§13,15]
OR Rev Stat § 62.771 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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. [1987 c.677 §14]