reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.080 - Investigation and ruling on application; conditional approval; appeal.

(1) When an application to organize has been submitted, the Director of the Department of Consumer and Business Services shall determine whether:
(a) The purposes of the proposed banking institution as stated in the proposed banking institution’s articles of incorporation and the application are consistent with the Bank Act;
(b) The character, financial responsibility and general fitness of the persons named in the application are such as to command the confidence of the community in which the proposed banking institution is to be located and to warrant the belief that the business of the proposed corporation will be honestly and efficiently conducted;
(c) The proposed directors and officers are competent to manage successfully a banking institution;
(d) The suggested capitalization is adequate for the proposed banking institution’s anticipated development and growth within a reasonable period of time; and
(e) There is reasonable assurance of sufficient volume of business for the proposed banking institution to be economically viable.
(2) If the director is satisfied that the applicant meets the standards prescribed in subsection (1) of this section the director shall note the approval and the date on each copy of the application. If the director is not satisfied or believes that the public interest will be endangered the director shall note the disapproval of the director and the date on each copy of the application.
(3) The director shall acknowledge receipt of an application and shall notify the applicants of approval or disapproval of the application. The director shall file the original of an approved application in the office of the director.
(4) The director shall act to approve or disapprove an application within 60 days from receipt of the application, unless a majority of the applicants and the director agree to extend the time an additional 30 days.
(5) The director may grant conditional approval of any application and require the applicants to make additional showing or changes in the proposed banking institution as the director considers advisable.
(6) The applicants may appeal the decision of the director to any court of appropriate jurisdiction. [Amended by 1973 c.797 §55; 1975 c.544 §8a; 1997 c.631 §40]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.090 - Refusal to file articles of incorporation or grant charter after approval of application.

If, after approving the application for authority to organize, it appears to the Director of the Department of Consumer and Business Services that the articles of incorporation, the organization or proposed manner of conducting business do not comply with the terms of the application, the requirements of approval or the requirements of law, the director may refuse to file the articles of incorporation or to grant a charter. [Amended by 1973 c.797 §56; 1997 c.631 §41]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.100 - Time for submitting articles of incorporation.

Within 30 days after authority to organize has been finally granted, the prospective incorporators shall submit to the Director of the Department of Consumer and Business Services articles of incorporation. If articles of incorporation are not received by the director within the specified time, the authority to organize is void. [Amended by 1973 c.797 §57; 1997 c.631 §42]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.120 - Issuance of certificate of incorporation when filings conform to law.

(1) If the Director of the Department of Consumer and Business Services finds that the articles of incorporation conform to law, the director shall within 60 days after receiving the articles of incorporation and when all fees have been paid:
(a) Indorse on each of the duplicate originals the word "Filed," and the month, day and year of the filing.
(b) File one of the duplicate originals in the office of the director.
(c) Issue a certificate of incorporation to which the director shall affix the other duplicate original.
(2) The certificate of incorporation, with one of the duplicate originals affixed thereto shall be returned to the incorporators or their representative.
(3) Upon issuance of the certificate of incorporation the corporate existence of a banking institution begins. [Amended by 1973 c.797 §59; 1997 c.631 §44]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.140 - Submission of organization information; issuance of charter.

(1) When subscriptions totaling not less than the amount of the initial paid-in capital have been received, the incorporators shall submit for filing with the Director of the Department of Consumer and Business Services:
(a) A list of stockholders, showing name, address, number of shares and amount paid, certified by the president or cashier.
(b) A certificate of any escrow agent holding moneys in escrow as payment for subscriptions to stock of the institution or Oregon stock savings bank showing the amount held.
(c) A list of the directors and senior officers elected.
(d) A copy of its bylaws certified to by its president or cashier.
(e) Evidence of approval by the Federal Deposit Insurance Corporation of the Oregon commercial bank’s or Oregon stock savings bank’s application for deposit insurance.
(2) Upon receiving the items referred to in subsection (1) of this section, the director shall examine the condition of the institution or Oregon stock savings bank. If, upon examination, the director determines that the institution or Oregon stock savings bank has complied with the requirements of the Bank Act and that the amount of the institution’s or Oregon stock savings bank’s initial paid-in capital has been paid or is held in escrow for release upon issuance of a charter, the director shall issue to the institution or Oregon stock savings bank a charter, which, depending on the form of the application and the approval of the director, shall be to do a banking business either as an Oregon commercial bank or as an Oregon stock savings bank, or to do a trust business, or to do both a banking and trust business. [Amended by 1973 c.797 §61; 1987 c.216 §2; 1997 c.631 §47]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.145 - Grounds for refusing authority to organize.

The Director of the Department of Consumer and Business Services may disapprove an application for a permit to organize or refuse to approve the articles of incorporation or to grant a charter upon a finding that any person named in the application to organize or in other documents submitted for filing:
(1) Is insolvent, either in the sense that the person’s liabilities exceed the person’s assets or that the person cannot meet the person’s obligations as they mature, or is in such financial condition that the person cannot continue in business with safety to the person’s customers;
(2) Has engaged in dishonest, fraudulent or illegal practices or conduct in any business or profession;
(3) Has willfully or repeatedly violated or failed to comply with any provisions of the Bank Act or any rule or order of the director;
(4) Has been convicted of a crime, an essential element of which is fraud;
(5) Is not qualified to conduct a banking business on the basis of such factors as training, experience and knowledge of the business;
(6) Is permanently or temporarily enjoined by a court of competent jurisdiction from engaging in or continuing any conduct or practice involving any aspect of the banking business or other business that may lawfully be conducted by an insured institution;
(7) Is the subject of an order of the director subjecting the person to a civil penalty, or removing the person from an office in any entity regulated by the director; or
(8) Is the subject of an order entered within the past five years, directing the person to cease and desist from any fraudulent or unlawful business or banking practice, subjecting the person to a civil penalty, or removing the person from an office in a financial institution or a consumer finance company issued by the banking supervisor of another state or by the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or by any other agency of the federal government or another state with regulatory authority over such financial institutions or consumer finance companies. [1977 c.135 §19; 1985 c.762 §§37,37a; 1985 c.786 §25; 1987 c.373 §52; 1997 c.631 §48; 2011 c.597 §288]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.150 - Refusal of authority to organize; appeal.

Notwithstanding the provisions of ORS chapter 183, the Director of the Department of Consumer and Business Services may, without prior hearing or opportunity therefor, refuse to grant authority to organize a banking institution. In case authority to organize is refused by the director, the applicants may within 30 days after the refusal appeal the decision to any court of appropriate jurisdiction. [Amended by 1971 c.734 §172; 1973 c.797 §62; 1975 c.544 §8b; 1997 c.631 §49]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.155 - Authority to require additional investigatory information; fingerprinting.

(1) In the course of investigating any person named in the application to organize or in other documents submitted for filing, the Director of the Department of Consumer and Business Services may require the person to provide additional information for the director’s further inquiry. For the purpose of such further inquiry, the director may require any of the following persons to submit to fingerprinting:
(a) Any person required to be named in the application to organize.
(b) Any person named in the proposed articles of incorporation of the banking institution or documents submitted for filing as a prospective incorporator or as a director, president or chief executive officer of the banking institution.
(2) Fingerprints acquired under subsection (1) of this section may be submitted to appropriate law enforcement agencies, including the Federal Bureau of Investigation, for the purpose of discovering any unlawful activities of the person. [1985 c.786 §23; 1997 c.631 §50]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.160 - Transaction of business prior to organization; failure to complete organization; liability.

(1) A banking institution shall not transact any business, except as is incidental or necessary to its organization, until it has received its charter from the Director of the Department of Consumer and Business Services.
(2) An institution or Oregon stock savings bank that fails to obtain paid subscriptions in at least the amount of its approved initial paid-in capital and complete its organization and receive from the director a charter, within one year after the date of approval of its articles of incorporation, ceases to exist and the articles of incorporation are void.
(3) All persons purporting to act as or on behalf of a banking institution, knowing there was no incorporation, are jointly and severally liable for all liabilities created while so acting. [Amended by 1969 c.44 §1; 1973 c.797 §63; 1989 c.324 §5; 1997 c.631 §51]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.170 - Effective date of charter; commencement of business; effect of failure to commence business.

(1) A charter shall specify the date on which it becomes effective, which shall not be more than 90 days after the date of issuance of the charter, unless an extension of time is granted by the Director of the Department of Consumer and Business Services.
(2) A banking institution shall commence business on the effective date specified in its charter. If a banking institution fails to commence business on the effective date specified in the charter or according to any extension of time granted by the director it ceases to exist and its articles of incorporation and charter are void. [Amended by 1973 c.797 §64; 1997 c.631 §52]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.180 - Location of principal place of business; change upon approval.

The initial principal place of business of a banking institution shall be specified in its articles of incorporation. The principal place of business may be changed upon application of the banking institution to the Director of the Department of Consumer and Business Services. The director shall determine whether the change in location is advisable or justified and whether the public convenience and advantage will be promoted and shall approve or disapprove the change of location. An appeal from the decision of the director may be taken to any court of appropriate jurisdiction. [Amended by 1973 c.797 §65; 1975 c.544 §8c; 1997 c.631 §53]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.182 - Registered agent; registered office.

(1) Each institution and each Oregon stock savings bank shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of its places of business.
(2) A registered agent shall be:
(a) An individual who resides in this state and whose business office is identical to the registered office;
(b) A domestic corporation, domestic limited liability company, domestic professional corporation or domestic nonprofit corporation whose business office is identical to the registered office; or
(c) A foreign corporation, foreign limited liability company, foreign professional corporation or foreign nonprofit corporation authorized to transact business in this state whose business office is identical to the registered office. [2005 c.192 §2]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.184 - Changes in registered office or agent.

(1) An institution or Oregon stock savings bank may change the institution’s or Oregon stock savings bank’s registered office or registered agent by delivering to the Director of the Department of Consumer and Business Services for filing a statement of change that sets forth:
(a) The name of the institution or Oregon stock savings bank;
(b) The address, including street and number, of a new registered office, if the institution or Oregon stock savings bank changes the registered office;
(c) The name of a new registered agent and a statement that attests that the new registered agent has consented to the appointment, if the institution or Oregon stock savings bank changes the registered agent; and
(d) A statement that attests that after the change or changes are made, the street addresses of the institution’s or Oregon stock savings bank’s registered office and the business office of the institution’s or Oregon stock savings bank’s registered agent will be identical.
(2) If a registered agent changes the street address of the registered agent’s business office, the registered agent shall change the street address of the registered office of the institution or Oregon stock savings bank for which the agent is the registered agent by notifying the chief executive officer of the institution or Oregon stock savings bank of the change in writing, either electronically or by certified mail, and electronically delivering to the director a signed statement that complies with the requirements of subsection (1) of this section and recites that the registered agent has notified the institution or Oregon stock savings bank of the change.
(3) The director’s filing the statement terminates the existing registered office or registered agent, or both, on the effective date of the filing and establishes the newly appointed registered office or registered agent, or both, as the registered office or registered agent of the institution or Oregon stock savings bank. [2005 c.192 §3; 2015 c.244 §19]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.186 - Resignation of registered agent; discontinuance of registered office.

(1) A registered agent may resign as agent upon delivering a signed statement to the Director of the Department of Consumer and Business Services and giving notice in the form of a copy of the statement to the institution or Oregon stock savings bank. The statement may include a statement that the registered office is also discontinued.
(2) Upon delivery of the signed statement, the director shall file the resignation statement. The copy of the statement given to the institution or Oregon stock savings bank under subsection (1) of this section shall be addressed to the institution or Oregon stock savings bank at its mailing address or principal office as shown by the records of the director.
(3) The agency appointment is terminated and the registered office discontinued, if so provided, on the 31st day after the date on which the statement was filed by the director unless, prior to that date, the institution or Oregon stock savings bank appoints a successor registered agent as provided in ORS 707.184, thereby terminating the capacity of such agent. [2005 c.192 §4]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.188 - Service of process on institution or Oregon stock savings bank.

(1) The registered agent appointed by an institution or Oregon stock savings bank shall be an agent of the institution or Oregon stock savings bank upon whom any process, notice or demand required or permitted by law to be served upon the institution or Oregon stock savings bank may be served.
(2) The Director of the Department of Consumer and Business Services shall be an agent of an institution or Oregon stock savings bank, including a dissolved institution or Oregon stock savings bank, upon whom any such process, notice or demand may be served whenever the institution or Oregon stock savings bank fails to appoint or maintain a registered agent in this state or whenever the institution’s or Oregon stock savings bank’s registered agent cannot with reasonable diligence be found at the registered office.
(3) Service shall be made on the director by:
(a) Serving the director or a clerk on duty at the office of the director a copy of the process, notice or demand, with any papers required by law to be delivered in connection with the service, and the required fee for each party being served or by mailing to the office of the director a copy of the process, notice or demand and the required fee for each party being served by certified or registered mail;
(b) Transmittal by the person instituting the proceedings of notice of the service on the director and a copy of the process, notice or demand and accompanying papers to the institution or Oregon stock savings bank being served by certified or registered mail:
(A) At the last registered office of the institution or Oregon stock savings bank as shown by the records of the director; and
(B) At such address the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice; and
(c) Filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings stating that this section has been complied with.
(4) The director shall keep a record of all processes, notices and demands served upon the director under this section.
(5) After completion of initial service upon the director, no additional documents need be served upon the director to maintain jurisdiction in the same proceeding or to give notice of any motion or provisional process.
(6) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon an institution or Oregon stock savings bank in any other manner now or hereafter permitted by law, or enlarge the purposes for which service on the director is permitted where such purposes are limited by other provisions of law. [2005 c.192 §5]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.195 - Offering documents for sale of stock; approval by director.

An institution’s or Oregon stock savings bank’s incorporators shall submit to the Director of the Department of Consumer and Business Services proposed offering documents for selling the institution’s or Oregon stock savings bank’s stock for the director’s review. Subscriptions for stock in the institution or Oregon stock savings bank may not be accepted before the date on which the director approves the offering documents. [1997 c.631 §46; 2015 c.244 §20]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.200 - Payments by subscribers of full amount of stock subscriptions; escrow.

Before a charter for a newly organized institution or Oregon stock savings bank is issued, the subscribers to the stock of the institution or Oregon stock savings bank shall pay in the full amount of the subscribers’ stock subscriptions, which must total an aggregate amount that is not less than the initial paid-in capital that the Director of the Department of Consumer and Business Services approved. The subscribers shall pay the amount by deposit with an escrow agent that is acceptable to the director for release upon the issuance of a charter. The subscribers shall pay in cash or by exchange of real property and improvements on real property. The director must approve the real property and improvements as provided in ORS 707.050, but in the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of the real property and improvements as consideration for the stock being purchased is conclusive. An institution or Oregon stock savings bank may not issue any share of stock until the charter for the institution or Oregon stock savings bank has been issued. [Amended by 1973 c.797 §66; 1983 c.296 §2; 1985 c.786 §26; 1987 c.216 §3; 1997 c.631 §54; 2015 c.244 §21]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.220 - Stock record; contents; inspection.

(1) An institution or Oregon stock savings bank shall keep a stock ledger or register that shall show the name and mailing address of and the number of shares held by each stockholder of record. The institution or Oregon stock savings bank shall also maintain a record of transfers of stock, stating the time when made, the number of shares transferred and to whom transferred.
(2) The stock ledger or register shall be available for inspection and copying, during regular business hours at a reasonable location specified by the institution or Oregon stock savings bank, by a stockholder of the institution or Oregon stock savings bank upon at least five days’ prior written notice if:
(a) The stockholder’s demand for inspection is made in good faith and for a proper purpose;
(b) The stockholder described with reasonable particularity the stockholder’s purpose; and
(c) The stock ledger or register requested is directly connected to the stockholder’s purpose. [Amended by 1973 c.797 §69; 1997 c.631 §56]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.230 - Transfer of stock.

The shares of stock of an institution or Oregon stock savings bank shall be transferred on the books of the institution or Oregon stock savings bank in such manner as the bylaws may provide and as required in ORS 707.220. A transfer of stock is not valid while an institution or Oregon stock savings bank is under notice from the Director of the Department of Consumer and Business Services to make good any impairment of its stockholders’ equity, until the impairment has been made good. [Amended by 1973 c.797 §70; 1997 c.631 §57]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.242 - Bylaws.

The initial bylaws of an institution shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless reserved to the shareholders by the articles of incorporation or by bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of the institution not inconsistent with law or the articles of incorporation. [1989 c.324 §9; 1997 c.631 §58]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]