reglab/housing_qa huggingface dataset:
OR Rev Stat § 62.476 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.476 - Indemnification of officers, employees and agents.

Unless a cooperative’s articles of incorporation provide otherwise: (1) 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. (2) The cooperative may indemnify and advance expenses under ORS 62.462 to 62.482 to an officer, employee or agent of the cooperative to the same extent as to a director. [1995 c.195 §21]
OR Rev Stat § 62.478 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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, officer, partner, trustee, employee or agent of another foreign or domestic cooperative, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The cooperative may purchase and maintain the insurance even if the cooperative has no power to indemnify the individual against the same liability under ORS 62.464 or 62.466. [1995 c.195 §22]
OR Rev Stat § 62.482 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.482 - Application of ORS 62.462 to 62.482.

(1) 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 otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Specifically and not by way of limitation, a cooperative shall have the power to make or agree to make any further indemnification, including advancement of expenses, of: (a) Any director as authorized by the articles of incorporation, any bylaws approved, adopted or ratified by the members or any resolution or agreement approved, adopted or ratified, before or after such indemnification or agreement is made, by the members, provided that no such indemnification shall indemnify any director from or on account of acts or omissions for which liability could not be eliminated under ORS 62.513 (4)(e); and (b) Any officer, employee or agent who is not a director as authorized by its articles of incorporation or bylaws, general or specific action of its board of directors or agreement. Unless the articles of incorporation, or any such bylaws, agreement or resolution provide otherwise, any determination as to any further indemnity under this paragraph shall be made in accordance with ORS 62.474. (2) If articles of incorporation limit indemnification or advance of expenses, any indemnification or advance of expenses is valid only to the extent consistent with the articles of incorporation. (3) ORS 62.462 to 62.482 do not limit a cooperative’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to a proceeding. [1995 c.195 §23; 2007 c.186 §5]
OR Rev Stat § 62.511 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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. [1995 c.195 §24]
OR Rev Stat § 62.515 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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. [1957 c.716 §7]
OR Rev Stat § 62.555 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.555 - Right to amend articles of incorporation.

(1) 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 cancellation of shares or rights of shareholders or members is to be made, such provisions as may be necessary to effect the change, exchange, reclassification or cancellation. (2) Amendments to the articles shall be made in the following manner: (a) The board shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the members of the cooperative, 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 thereby shall be given to each member of record within the time and in the manner provided in ORS 62.255 for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed amendment or the summary may be included in the notice of the annual meeting. (c) At the meeting a vote of the members shall be taken on the proposed amendment. The proposed amendment is adopted upon receiving the affirmative vote of a majority of the member votes cast thereon, unless shareholders are entitled by ORS 62.560 to vote on the proposed amendment, in which event the proposed amendment is adopted upon receiving the approval of shareholders as specified in ORS 62.560, as well as the affirmative vote of a majority of member votes cast thereon. Any number of amendments may be submitted to the members and voted upon by them at one meeting. [1957 c.716 §38]
OR Rev Stat § 62.560 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.560 - Shareholder voting on amendments to articles.

(1) 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 vote for each share of stock the shareholder holds other than membership stock. A member holding stock affected by a proposed amendment may vote both as a member and as an affected shareholder. (2) If any shareholder is entitled to vote on a proposed amendment, the meeting at which that proposed amendment is to be voted upon shall be a joint meeting of members and affected shareholders, and notice of that meeting together with a copy of the proposed amendment or a summary of the changes to be effected thereby shall be given to each such shareholder of record entitled to vote thereon within the time and in the manner provided in ORS 62.255 for the giving of notice of meetings of members. The proposed amendment is adopted only if it receives the affirmative vote of a majority of the votes of the affected shareholders entitled to vote thereon. (3) For the purpose of this section, a shareholder is affected as to any class of stock owned by the shareholder only if an amendment would expressly: (a) Decrease the dividends to which that class may be entitled or change the method by which the dividend rate on that class is fixed. (b) Restrict rights to transfer that class. (c) Give to another existing or any new class of stock or equity interest not previously entitled thereto any preference as to dividends or upon dissolution which is the same or higher than preferences of that class. (d) Change the par value of shares of that class or of any other class having the same or higher preferences as to dividends or upon dissolution. (e) Increase the number of authorized shares of any class having a higher preference as to dividends or upon dissolution. (f) Require or permit an exchange of shares of any class with lower preferences as to dividends or upon dissolution for shares of that class or any other class with the same or higher preferences. [1957 c.716 §39]
OR Rev Stat § 62.565 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.565 - Articles of amendment; effect of amendment.

(1) Following adoption of an amendment or amendments to articles as provided in this chapter, articles of amendment shall set forth: (a) The name of the cooperative. (b) The text of each amendment adopted. (c) The date of the adoption of the amendment by the members. (d) The numbers of members voting for and against the amendment. (e) If affected shareholders had the right to vote under ORS 62.560, the number of affected shareholders, the number of shareholder votes entitled to be voted thereon, and the numbers of such votes cast for and against the amendment. (2) No amendment shall affect any existing cause of action in favor of or against the cooperative, or any pending suit to which the cooperative is a party, or the existing rights of persons other than members or affected shareholders; and, if the cooperative’s name is changed by amendment, no suit brought by or against the cooperative under its former name shall abate for that reason. [1957 c.716 §40; 1981 c.633 §63; 1985 c.728 §69; 1987 c.94 §85; 1995 c.195 §32]
OR Rev Stat § 62.570 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.570 - Restated articles.

(1) 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 such changes shall have the effect of amending the existing articles of incorporation to conform to the restated articles, without further action of the board of directors or shareholders. (2) Restated articles of incorporation shall contain all the statements required under this chapter to be included in original articles of incorporation except that no statement need be made with respect to: (a) The number, names and addresses of directors constituting the initial board of directors; (b) The names and addresses of the incorporators; (c) The initial or present registered office or agent; or (d) The mailing address of the cooperative if an annual report has been filed with the Office of the Secretary of State. (3) Restated articles of incorporation when executed and filed in the manner prescribed in this chapter shall supersede the theretofore existing articles of incorporation and amendments thereto. The Secretary of State shall upon request certify a copy of the articles of incorporation, or the articles of incorporation as restated, or any amendments to either thereof. (4) The restated articles of incorporation, when filed, shall be accompanied by a statement and a true copy of the statement as provided in this subsection. The statement shall set forth: (a) The name of the cooperative. (b) The date of the adoption of the restated articles of incorporation. (c) The number of shares outstanding, and if affected shareholders have the right to vote, the number of affected shares, the number of shareholder votes entitled to be voted thereon, and, if the shareholders of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each class. (d) The number of members voting for and against the restated articles of incorporation, respectively, and, if there are shareholders entitled to vote, the number of shares voted for and against the restated articles of incorporation, 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 the restated articles, respectively. (e) If the restated articles of incorporation provide 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 restated articles of incorporation, then a statement of the manner in which the same shall be effected. [1957 c.716 §41; 1963 c.492 §46; 1987 c.94 §86; 1995 c.195 §33]
OR Rev Stat § 62.605 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.605 - Definitions for ORS 62.605 to 62.623.

As used in this section and ORS 62.607 to 62.623: (1) "Business entity" means: (a) Any of the following for-profit entities: (A) A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction; (B) A corporation organized under ORS chapter 60, predecessor law or comparable law of another jurisdiction; (C) A limited liability company organized under ORS chapter 63 or comparable law of another jurisdiction; (D) A partnership organized in Oregon after January 1, 1998, or that is registered as a limited liability partnership, or that has elected to be governed by ORS chapter 67, and a partnership governed by law of another jurisdiction that expressly provides for conversions and mergers; and (E) A limited partnership organized under ORS chapter 70, predecessor law or comparable law of another jurisdiction; and (b) A cooperative organized under this chapter, predecessor law or comparable law of another jurisdiction. (2) "Organizational document" means the following for an Oregon business entity or, for a foreign business entity, a document equivalent to the following: (a) In the case of a corporation, professional corporation or cooperative, articles of incorporation; (b) In the case of a limited liability company, articles of organization; (c) In the case of a partnership, a partnership agreement and, for a limited liability partnership, its registration; and (d) In the case of a limited partnership, a certificate of limited partnership. (3) "Owner" means a: (a) Shareholder of a corporation or of a professional corporation; (b) Member or shareholder of a cooperative; (c) Member of a limited liability company; (d) Partner of a partnership; and (e) General partner or limited partner of a limited partnership. [1957 c.716 §42; 1995 c.195 §38; 1999 c.362 §18; 2003 c.80 §17b]
OR Rev Stat § 62.607 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.607 - Conversion.

(1)(a) A business entity may be converted to a cooperative organized under this chapter. (b) 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. (c) A business entity may perform a conversion described in paragraph (a) or (b) of this subsection by approving a plan of conversion and filing articles of conversion. (2) A cooperative organized under this chapter may be converted to a business entity organized under the laws of another jurisdiction if: (a) The laws of the other jurisdiction permit the conversion; (b) The converting cooperative approves a plan of conversion; (c) Articles of conversion are filed in this state; (d)(A) The converted business entity submits an application for filing to the Secretary of State to transact business as a foreign business entity of the type into which the business entity converted unless the converted business entity does not intend to continue to transact business in this state; and (B) The converted business entity meets all other requirements the laws of this state prescribe for authorization to transact business as a foreign business entity of the type into which the business entity converted; and (e) The cooperative complies with all requirements that the laws of the other jurisdiction impose with respect to the conversion. (3) The plan of conversion must set forth: (a) The name and type of the business entity prior to conversion; (b) The name and type of the business entity after conversion; (c) A summary of the material terms and conditions of the conversion; (d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property in whole or in part; and (e) Any additional information that the statutes that govern converted business entities of the type into which the business entity converted require in the organizational document of the converted business entity. (4) The plan of conversion may set forth other provisions relating to the conversion. [1999 c.362 §20; 2001 c.315 §14; 2003 c.80 §18; 2011 c.147 §7]
OR Rev Stat § 62.609 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.609 - Action on plan of conversion.

(1) A plan of conversion shall be approved by the business entity as follows: (a) In the case of a cooperative, in the manner provided in ORS 62.619 (1)(a) for mergers; and (b) In the case of a business entity other than a cooperative, as provided by the statutes governing that business entity. (2) After a conversion is approved, and at any time before articles of conversion are filed, the planned conversion may be abandoned, subject to any contractual rights: (a) By a cooperative, without further action by the members or shareholders, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner determined by the board of directors. (b) By another business entity that planned to convert to a cooperative, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1999 c.362 §21]
OR Rev Stat § 62.611 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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. [1999 c.362 §22; 2001 c.315 §8; 2015 c.28 §2a]
OR Rev Stat § 62.615 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 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]
OR Rev Stat § 62.617 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.617 - Merger; plan of merger.

(1) 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 may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction if: (a) The merger is permitted by the laws of this state or by the laws of the other jurisdiction that govern the other business entity; (b) A plan of merger is approved by each business entity that is a party to the merger; (c) Articles of merger are filed in this state; and (d) The cooperative complies with all requirements imposed under the laws of this state and, if applicable, the laws of the other jurisdiction with respect to the merger. (2) The plan of merger shall set forth: (a) The name and type of each business entity planning to merge; (b) The name and type of the business entity that will survive; (c) A summary of the material terms and conditions of the merger; (d) The manner and basis of converting the shares or other ownership interests of each owner into shares, ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property in whole or in part; and (e) If any party is a business entity other than a cooperative, any additional information required for a merger by the statutes governing that type of business entity. (3) The plan of merger may set forth: (a) Amendments to the articles of incorporation of a cooperative, if the cooperative is the surviving business entity; and (b) Other provisions relating to the merger. [1999 c.362 §24; 2001 c.315 §15; 2003 c.80 §19]
OR Rev Stat § 62.619 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 062 - Cooperatives|Section 62.619 - Action on plan of merger.

(1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows: (a) 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 for meetings of members, and approval of the plan shall be by affirmative vote of a majority of the member votes cast thereon. The articles may permit shareholders to vote on approval of the plan, and may fix the proportion of shareholder votes required for approval. If the articles permit shareholders to vote on such a plan, written notice shall be given to each shareholder entitled to vote thereon in the manner and at the time provided for notice to members. (b) In the case of a business entity other than a cooperative, as provided by the statutes governing that business entity. (2) After a merger is authorized, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights: (a) By the cooperative, without further action by the members or shareholders, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. (b) By a party to the merger that is not a cooperative, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1999 c.362 §25]