reglab/statecodes huggingface dataset:
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.720 - Presumption of abandonment; procedure for agriculture cooperatives and others.

(1) All intangible property distributable in the course of a voluntary or involuntary dissolution of a cooperative that is unclaimed by the owner within two years after the date for final distribution is presumed abandoned. Such property is subject to the provisions of ORS 98.302 to 98.436 and 98.992, except that with respect to agricultural cooperatives, a copy of the report of unclaimed property filed with the State Treasurer under ORS 98.352 shall also be filed with Oregon State University.
(2) All unclaimed property specified in the report required by ORS 98.352 shall be paid or delivered to the State Treasurer. Any person that pays or delivers unclaimed property to the State Treasurer under this section is relieved of all liability to the extent of the value of the property paid or delivered for any claim made in respect to the property.
(3) The State Treasurer shall reconcile the report to the delivered funds, deduct the costs as provided for in subsection (4) of this section and forward the balance of the funds to Oregon State University within 14 working days of receipt of the funds.
(4) All funds received by Oregon State University under subsection (3) of this section shall be used in such programs related to agricultural research as the university may determine except for:
(a) The payment of claims that may be made pursuant to this section;
(b) The payment of expenses of mailing and publication in connection with any unclaimed property;
(c) Reasonable service charges; and
(d) Expenses of the State Treasurer in connection with claims made pursuant to ORS 98.392 to 98.402.
(5) The provisions of ORS 98.392, 98.396 and 98.402 are applicable to claims against unclaimed property delivered to Oregon State University pursuant to this section. Oregon State University shall pay such claims from funds delivered to it pursuant to this section within 30 days of receipt of a verified copy of a finding and decision of the State Treasurer made pursuant to ORS 98.396 or a certified copy of a judgment made pursuant to ORS 98.402.
(6) As used in this section, "agricultural cooperative" means any cooperative in which farmers act together in producing, processing, preparing for market, handling or marketing the agricultural products of such farmers, and any cooperative in which farmers act together in purchasing, testing, grading, processing, distributing and furnishing farm supplies or farm business services.
(7) The provisions of this section are applicable with respect to the voluntary or involuntary dissolution of any cooperative, if the dissolution was commenced on or after January 1, 1970. [1974 c.2 §§1,2,3; 1985 c.565 §7; 1987 c.94 §127; 1993 c.694 §35; 1995 c.79 §16; 2015 c.767 §47; 2019 c.678 §48]
Note:
62.720 was enacted into law by the Legislative Assembly, but was not added to or made a part of ORS chapter 62 or any series therein by legislative action. See Preface to Oregon Revised Statutes for further explanation.
2023 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]
2023 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]
2023 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]
2023 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]