reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.787 - Annual report; updates; rules.

(1) A domestic corporation, and a foreign corporation authorized to transact business in this state, shall by the corporation’s anniversary deliver to the office of the Secretary of State for filing an annual report that sets forth:
(a) The name of the corporation and the state or country under whose law the corporation is incorporated;
(b) The street address of the corporation’s registered office and the name of the corporation’s registered agent at the registered office in this state;
(c) The address, including street and number and mailing address, if different, of the corporation’s principal office;
(d) The names and addresses of the president and secretary of the corporation;
(e) A description of the primary business activity of the corporation; and
(f) Additional identifying information that the Secretary of State may require by rule.
(2) The information contained in the annual report must be current as of 30 days before the anniversary of the corporation.
(3) The Secretary of State shall mail the annual report form to any address shown for the corporation in the current records of the office of the Secretary of State. The failure of the corporation to receive the annual report form from the Secretary of State does not relieve the corporation of the corporation’s duty under this section to deliver an annual report to the office.
(4) If an annual report does not contain the information this section requires, the Secretary of State shall notify the reporting domestic or foreign corporation in writing and return the report to the corporation for correction. The domestic or foreign corporation must correct the error within 45 days after the Secretary of State gives the notice.
(5)(a) A domestic or foreign corporation may update information that is required or permitted in an annual report filing at any time by delivering to the office of the Secretary of State for filing:
(A) An amendment to the annual report if a change in the information set forth in the annual report occurs after the report is delivered to the office for filing and before the next anniversary; or
(B) A statement with the change if the update occurs before the domestic or foreign corporation files the first annual report.
(b) This subsection applies only to a change that is not required to be made by an amendment to the articles of incorporation.
(c) The amendment to the annual report filed under paragraph (a) of this subsection must set forth:
(A) The name of the corporation as shown on the records of the office; and
(B) The information as changed. [1987 c.52 §174; 1987 c.843 §14; 2007 c.186 §3; 2011 c.147 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.804 - Applicability of ORS 60.801 to 60.816.

(1) An issuing public corporation shall be subject to ORS 60.801 to 60.816 unless the corporation’s articles of incorporation or bylaws provide that ORS 60.801 to 60.816 do not apply to acquisitions of its voting shares. After a corporation’s articles of incorporation or bylaws are amended to provide that ORS 60.801 to 60.816 do not apply to acquisitions of its voting shares, any voting shares that were control shares prior to the amendment shall cease to be considered control shares.
(2) An issuing public corporation whose articles of incorporation or bylaws provide that it is not subject to ORS 60.801 to 60.816 may, at any time, amend its articles of incorporation or bylaws in accordance with ORS 60.431 to 60.467 to remove the provision and become subject to ORS 60.801 to 60.816.
(3) Any amendment to the articles of incorporation or bylaws of an issuing public corporation relating to whether or not the corporation is subject to ORS 60.801 to 60.816 that is adopted or approved by the shareholders must be adopted or approved by holders of voting shares with at least a majority of the votes entitled to be cast by holders of voting shares in addition to any other vote that may be required by statute or the articles of incorporation.
(4) Upon request by any person, a corporation shall inform the person whether or not the corporation’s articles of incorporation or bylaws provide that ORS 60.801 to 60.816 do not apply to acquisitions of its voting shares. [1989 c.4 §2; 1991 c.7 §2]
Note:
See note under 60.801.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.807 - Voting rights of control shares.

(1) Control shares acquired in a control share acquisition have no voting rights other than those provided for in subsection (2)(a) of this section, unless the restoration of the voting rights associated with the shares before the control share acquisition is approved by the shareholders of the issuing public corporation.
(2) To be approved under this section, the restoration of voting rights for control shares must be approved by:
(a) The holders of the voting shares, including all interested shares, by a majority of all the votes entitled to be cast by holders of voting shares; and
(b) The holders of the voting shares, excluding all interested shares, by a majority of all the votes, other than votes of interested shares, entitled to be cast by holders of voting shares. [1989 c.4 §3]
Note:
See note under 60.801.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.813 - Dissenters’ rights.

Unless otherwise provided in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in a control share acquisition are accorded voting rights and the acquiring person or acquiring group owns, or has the power to direct the voting of, other than solely through the holding of immediately revocable proxies, voting shares with a majority or more of the total voting power of all voting shares, any holder of voting shares of the issuing public corporation who does not vote in favor of the restoration of voting rights shall be entitled to dissent from such restoration and obtain the fair value of the holder’s shares. ORS 60.551 and 60.557 to 60.594 shall apply to dissenters’ rights created under this section, except that for purposes of this section, fair value may not be a value less than the highest price paid per share by the acquiring person or acquiring group in the control share acquisition. ORS 60.554 shall not apply to dissenters’ rights created under this section. [1989 c.4 §5]
Note:
See note under 60.801.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.830 - Ownership of shares.

(1) For purposes of ORS 60.825 to 60.845, a person shall be considered to be the "owner" of and to "own" any shares:
(a) Which the person or any of the person’s affiliates or associates, directly or indirectly, have the power to vote or dispose of, including voting or dispositive power pursuant to any agreement, arrangement or understanding, whether or not in writing;
(b) Over which the person or any of the person’s affiliates or associates, directly or indirectly, have the right to acquire voting or dispositive power, whether the right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement or understanding, whether or not in writing, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; or
(c) Which are owned, directly or indirectly, by any other person, or any affiliate or associate of the person, with which the person, or any affiliates or associates of the person, have any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting or disposing of any securities of the corporation.
(2) For purposes of subsection (1) of this section, a person shall not be considered to be the "owner" of or to "own" any shares:
(a) If an agreement, arrangement or understanding to vote shares arises solely from a revocable proxy or consent given to the person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Securities Exchange Act of 1934;
(b) Tendered pursuant to a tender or exchange offer made by or on behalf of the person or any of the person’s affiliates or associates until any tendered shares are accepted for purchase or exchange; or
(c) Acquired by a person engaged in business as an underwriter of securities through the person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of the acquisition of the shares. [1991 c.40 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.835 - Prohibited business combinations.

Notwithstanding any other provision of this chapter, a corporation shall not engage in any business combination with any interested shareholder for a period of three years following the date that the shareholder became an interested shareholder, unless:
(1) Prior to that date the board of directors of the corporation approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder;
(2) Upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by:
(a) Persons who are directors and also officers; and
(b) Employee share plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
(3) On or subsequent to the date, the business combination is approved by the board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66-2/3 percent of the outstanding voting stock which is not owned by the interested shareholder. [1991 c.40 §4; 1991 c.883 §18; 1991 c.927 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.840 - Exceptions to ORS 60.835.

(1) ORS 60.835 shall not apply if:
(a) The corporation’s original articles of incorporation contain a provision expressly electing not to be governed by ORS 60.825 to 60.845;
(b) The corporation, by action of its board of directors, adopts an amendment to its bylaws within 90 days after April 4, 1991, expressly electing not to be governed by ORS 60.825 to 60.845. The amendment shall not be further amended by the board of directors;
(c) The corporation, by action of its shareholders, adopts an amendment to its articles of incorporation or bylaws expressly electing not to be governed by ORS 60.825 to 60.845, provided that, in addition to any other vote required by law, the amendment to the articles of incorporation or bylaws must be approved by the affirmative vote of a majority of the shares entitled to vote. An amendment adopted pursuant to this paragraph shall not be effective until 12 months after the adoption of the amendment and shall not apply to any business combination between the corporation and any person who became an interested shareholder of the corporation on or prior to the adoption of the amendment. A bylaw amendment adopted pursuant to this paragraph shall not be further amended by the board of directors;
(d) The corporation does not have a class of voting stock that is:
(A) Listed on a national securities exchange;
(B) Authorized for quotation on an interdealer quotation system of a registered national securities association; or
(C) Held of record by more than 2,000 shareholders; or
(e) A shareholder becomes an interested shareholder inadvertently and:
(A) As soon as practicable divests sufficient shares so that the shareholder ceases to be an interested shareholder; and
(B) Would not, at any time within the three-year period immediately prior to a business combination between the corporation and the shareholder, have been an interested shareholder, but for the inadvertent acquisition.
(2) Subsection (1)(d) of this section does not apply if anything described in subsection (1)(d) of this section results from action taken, directly or indirectly, by an interested shareholder or from a transaction in which a person becomes an interested shareholder.
(3) Notwithstanding subsection (1) of this section, a corporation may elect by a provision of its original articles of incorporation or any amendment thereto to be governed by ORS 60.825 to 60.845, except that any amendment to the articles of incorporation shall not apply to restrict a business combination between the corporation and an interested shareholder of the corporation if the interested shareholder became an interested shareholder prior to April 4, 1991. [1991 c.40 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.845 - Greater vote of shareholders prohibited.

No provision of any articles of incorporation or bylaws shall require a greater vote of shareholders than that specified in ORS 60.825 to 60.845 for any vote of shareholders required by ORS 60.825 to 60.845. [1991 c.40 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.957 - Application to existing domestic corporation.

This chapter applies to all domestic corporations in existence on June 15, 1987, that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved. [1987 c.52 §176]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.964 - Saving provisions.

(1) Except as provided in subsections (2), (3) and (4) of this section, the repeal of a statute by this chapter does not affect:
(a) The operation of the statute or any action taken under the statute before the repeal;
(b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before the repeal;
(c) Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before the repeal; or
(d) Any proceeding, reorganization or dissolution commenced under the statute before the repeal. The proceeding, reorganization or dissolution may be completed in accordance with the statute as if the statute had not been repealed.
(2) The provisions of ORS 60.387 to 60.411 apply to all indemnification a corporation makes after June 15, 1987, and all other actions regarding indemnification taken by or on behalf of a corporation or by a court after June 15, 1987, including all indemnification made and other actions taken after June 15, 1987, with respect to claims that arose or matters that occurred before June 15, 1987, or pursuant to any provisions of any articles of incorporation, bylaws, resolutions or agreements in effect before June 15, 1987.
(3) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, must be imposed in accordance with this chapter.
(4) This chapter applies to any amendment to a corporation’s articles of incorporation filed after June 15, 1987, even if shareholder approval of such amendment occurred before the effective date.
(5) If a provision of this chapter has the effect of modifying, limiting or superseding the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., the provision of this chapter controls to the maximum extent permitted under 15 U.S.C. 7002(a)(2). [1987 c.52 §178; 2017 c.55 §18]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.967 - Corporations incorporated under special acts.

The shareholders of any private incorporation incorporated by any special Act of the Legislative Assembly before December 31, 1953, may incorporate themselves under this chapter at any time after June 15, 1987, while the corporation exists for the purpose of carrying on the enterprise, business, pursuit or occupation for which they were specially incorporated. The filing of the articles of incorporation shall be deemed a surrender of the special incorporation, but not of any vested right thereunder, and thereafter the corporation shall have the powers and privileges, and be subject to the liabilities and limitations provided by this chapter and not otherwise. [1987 c.52 §179; 1989 c.1040 §35]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.971 - Severability.

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. [1987 c.52 §180]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.992 - Penalty for signing false document.

(1) A person commits the crime of signing a false document for filing if the person:
(a) Knows the document is false in any material respect; and
(b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter.
(2) Signing a false document for filing is a Class A misdemeanor. [Formerly 60.990; 2013 c.158 §23]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.994 - Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action.

(1) An officer, director, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the officer, director, employee or agent:
(a) Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document concerning the shell entity or the shell entity’s shares, assets, liabilities, capital, dividends, earnings, accounts or business operations that the officer, director, employee or agent knows is false in any material respect;
(b) Making an entry or causing another person to make an entry in a shell entity’s books, records, minutes or accounts that the director, officer, employee or agent knows is false in any material respect; or
(c) Removing, erasing, altering or canceling, or causing another person to remove, erase, alter or cancel, an entry in a shell entity’s books, records, minutes or accounts if by means of the removal, erasure, alteration or cancellation the director, officer, employee or agent intends to deceive another person.
(2) An officer, director, employee or agent of a shell entity that engages in any of the actions described in subsection (1) of this section in a submission to, or an interaction with, a public agency, as defined in ORS 180.750, makes a false claim and is subject to a civil action as provided in ORS 180.750 to 180.785. [2017 c.705 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.030 - Filing, service, copying and certification fees.

The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1987 c.94 §71; 1991 c.132 §4; 1995 c.195 §35; 1999 c.362 §§17,17a]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.035 - Effective time and date of document.

(1) Except as provided in subsection (2) of this section and ORS 62.040, a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time or at 12:01 a.m. on that date if no effective time is specified.
(2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective at 12:01 a.m. on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. [1987 c.94 §72; 1995 c.195 §36]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.040 - Correcting filed document.

(1) A cooperative may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged.
(2) A cooperative shall correct a document by delivering articles of correction to the Office of Secretary of State. The articles shall include the following:
(a) A description of the document, including its filing date, or a copy of the document.
(b) The incorrect statement and the reason it is incorrect, or a description of the manner in which the execution, attestation, seal, verification or acknowledgment is defective.
(c) A correction of the incorrect statement or defective execution, attestation, seal, verification or acknowledgment.
(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. [1987 c.94 §73]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.045 - Forms; rules.

Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms. [1987 c.94 §70; 1995 c.215 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.050 - Filing duty of Secretary of State.

(1) If a document delivered to the Office of Secretary of State for filing satisfies the requirements of ORS 62.025, the Secretary of State shall file it.
(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 62.155 and 62.455, the Secretary of State shall return an acknowledgment of filing to the cooperative or its representative.
(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the cooperative or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.
(4) The Secretary of State’s duty to file documents under this section is ministerial and is limited in scope of review as set out by rule of the Secretary of State. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the Office of Secretary of State for filing. The Secretary of State’s filing or refusing to file a document does not:
(a) Affect the validity or invalidity of the document in whole or part; or
(b) Relate to the correctness or incorrectness of information contained in the document.
(5) The Secretary of State’s refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [1987 c.94 §74; 1999 c.486 §8]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.055 - Appeal from Secretary of State’s refusal to file document.

If the Secretary of State refuses to file a document delivered to the Office of Secretary of State for filing, the cooperative, in addition to any other legal remedy that may be available, shall have the right to appeal from such order pursuant to the provisions of ORS 183.480. [1987 c.94 §75]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.060 - Evidentiary effect of copy of filed document.

(1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the original document, or a facsimile thereof, is on file with the Office of Secretary of State.
(2) The provisions of ORS 56.110 apply to all documents filed pursuant to this chapter. [1987 c.94 §76]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.065 - Certificate of existence.

(1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a cooperative.
(2) A certificate of existence when issued means that:
(a) The cooperative’s corporate name is registered in this state;
(b) The cooperative is duly incorporated under the law of this state;
(c) All fees payable to the Secretary of State under this chapter have been paid, if nonpayment affects the existence or authorization of the cooperative;
(d) An annual report required by ORS 62.455 has been filed by the Secretary of State within the preceding 14 months; and
(e) Articles of dissolution have not been filed by the Secretary of State.
(3) A person may apply to the Secretary of State to issue a certificate covering any fact of record.
(4) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign cooperative is in existence or is authorized to transact business in the state. [1987 c.94 §77; 1995 c.195 §37]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.125 - General powers.

Each cooperative shall have power:
(1) To have perpetual succession unless a limited period of duration is stated in its articles.
(2) To sue and be sued, complain and defend, in its corporate name.
(3) To have a corporate seal which may be altered at pleasure, and to use the seal by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.
(4) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.
(5) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of, all or any part of its property and assets.
(6) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign cooperatives and corporations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.
(7) To make contracts and incur liabilities, borrow money at such rates of interest as the cooperative may determine, issue its notes, bonds, certificates of indebtedness and other obligations, issue certificates representing equity interests in its assets, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.
(8) To lend money for its corporate purposes, invest and reinvest its funds and take and hold real and personal property as security for the payment of funds so loaned or invested.
(9) To conduct its business and affairs and have offices and exercise its powers in any state, territory, district or possession of the United States, or in any foreign country.
(10) To elect or appoint officers and agents, and define their duties and fix their compensation.
(11) To make and alter bylaws, consistent with its articles and the laws of this state, for the administration and regulation of its affairs.
(12) To make donations for the public welfare or for charitable, scientific or educational purposes.
(13) To cease its activities and surrender its franchise.
(14) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the cooperative is organized. [1957 c.716 §4; 1981 c.542 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.128 - Reserved name.

(1) A person may apply to the Office of Secretary of State to reserve a corporate name. The application must set forth the name and address of the applicant and the name proposed to be reserved.
(2) If the Secretary of State finds that the corporate name applied for conforms to ORS 62.131, the Secretary of State shall reserve the name for the applicant for a 120-day period.
(3) A person may transfer the reservation of a corporate name to another person by delivering to the Office of Secretary of State a notice of the transfer executed by the person for whom the name was reserved and specifying the name and address of the transferee. [1969 c.364 §2; 1987 c.94 §79]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.131 - Cooperative name.

(1) The name of a cooperative shall be written in the English language and may include Arabic and Roman numerals and incidental punctuation.
(2) The name of a cooperative shall be distinguishable upon the records of the Office of Secretary of State from any other corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, reserved name, registered corporate name or assumed business name of active record with the Office of Secretary of State.
(3) The name of a cooperative need not satisfy the requirement of subsection (2) of this section if the applicant delivers to the Office of Secretary of State a certified copy of a final judgment of a court of competent jurisdiction that finds that the applicant has a prior or concurrent right to use the cooperative name in this state.
(4) The provisions of this section do not prohibit a cooperative from transacting business under an assumed business name.
(5) The provisions of this section do not:
(a) Abrogate or limit the law governing unfair competition or unfair trade practices.
(b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names. [1987 c.94 §84]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.135 - Bylaws.

The initial bylaws of a cooperative shall be adopted by its board of directors. Power to alter, amend or repeal the bylaws or adopt new bylaws is vested in the members of the cooperative. Bylaws may contain any provisions for the regulation and management of the affairs of the cooperative not inconsistent with law or the articles. [1957 c.716 §8]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.145 - Membership.

(1) Membership in a cooperative is conditioned on ownership of a share of membership stock or payment of a membership fee as set forth in the articles. If the articles so provide, the bylaws may authorize a procedure by which the membership fee initially stated in the articles pursuant to ORS 62.513 (1)(c) may be changed without filing amended or restated articles. The bylaws of a cooperative may authorize membership conditioned upon payment of part of the membership fee or payment for part of the membership stock subscribed for and compliance with an agreement to pay the balance.
(2) Qualifications for membership and method of acceptance of members shall be as set forth in the bylaws of the cooperative.
(3) Bylaws may provide for termination of membership and the conditions and terms thereof. [1957 c.716 §9; 1995 c.195 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.155 - Registered office and registered agent; service of process on cooperative.

(1) A cooperative shall have and continuously maintain in this state:
(a) A registered office that may be, but need not be, the same as the cooperative’s place of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office.
(b) A registered agent that must 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 that has a business office identical to the registered office; or
(C) A foreign corporation, foreign limited liability company, foreign professional corporation or foreign nonprofit corporation that is authorized to transact business in this state and that has a business office identical to the registered office.
(2) A cooperative may change the cooperative’s registered office or registered agent in accordance with the procedure set forth in ORS 60.114.
(3) A person that a cooperative has designated as the cooperative’s registered agent may resign in accordance with the procedure set forth in ORS 60.117.
(4) A registered agent appointed by a cooperative is an agent of the cooperative upon whom any process, notice or demand required or permitted by law to be served upon the cooperative may be served.
(5) The provisions of ORS 60.121 are applicable to cooperatives. [1957 c.716 §10; 1987 c.94 §80; 2001 c.315 §26; 2013 c.158 §24; 2017 c.705 §17]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.165 - Actions in excess of authority.

No act and no transfer of property to or by a cooperative is invalid because in excess of the cooperative’s power to do such act or make or receive such transfer, except that such lack of power may be asserted in a proceeding by:
(1) A member, shareholder or director against the cooperative to enjoin any act or transfer of property to or by the cooperative. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the cooperative is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the cooperative or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
(2) A cooperative, its legal representative, or through its members or shareholders in a representative suit, against the officers or directors or former officers or directors of the cooperative.
(3) The Attorney General against the cooperative in an action to dissolve the cooperative or to enjoin it from the transaction of unauthorized business. [1957 c.716 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.175 - Capital stock; membership stock.

(1) Any cooperative, including a cooperative which requires a membership fee rather than the holding of membership stock as a prerequisite of membership, has power to issue the number of shares of capital stock stated in its articles. Such shares may be divided into more than one class with such designations, preferences, limitations and relative rights as shall be stated in the articles, except that capital stock as such shall have no voting power except as specifically authorized in this chapter.
(2) The articles may require that members own one or more shares of membership stock, and may provide limitations on the issuance and transferability of such stock. Unless restricted by the articles, stock other than membership stock may be issued or transferred without limitation.
(3) Shares having a par value may be issued for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed from time to time by the board. Shares without par value, may be issued for such consideration expressed in dollars as may be fixed for such shares by the board. Payment for shares may be in cash or other property, tangible or intangible. If in other property, the value thereof shall be determined by the board, and such determination, if made in good faith, is conclusive.
(4) No certificate shall be issued for any share until such share is fully paid.
(5) Shareholders as such have no preemptive right to purchase additional shares. [1957 c.716 §12; 1963 c.156 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.185 - Certificates of stock; contents.

Each certificate of stock of a cooperative shall bear the manual or facsimile signature of a principal officer and shall include the following information:
(1) The name of the cooperative, number and class of the shares represented by the certificate, the par value of each share or a statement that the shares are without par value, and if the shares are membership stock, their designation as such.
(2) Any restrictions on the issuance or transfer of such shares.
(3) If more than one class of stock is authorized or if stock is authorized in a cooperative which requires a membership fee of its members, designation of the several classes of stock and the respective preferences, limitations and relative rights of such classes. In lieu of a full statement, the information required by this subsection may be given in summary form. [1957 c.716 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.195 - Voting by shareholders.

(1) A shareholder may vote in person, by electronic means or by a proxy that the shareholder or the duly authorized attorney-in-fact of the shareholder executes in writing. A proxy is not valid after 11 months from the date of execution unless otherwise provided in the proxy. The following provisions, relating to voting of shares, apply to shareholders of cooperatives and shares of the capital stock of cooperatives other than membership stock:
(a) Shares standing in the name of another domestic or foreign cooperative may be voted by such officer, agent or proxy as the bylaws of the cooperative may prescribe, or, in the absence of such provision, as the board of directors of the cooperative may determine.
(b) An administrator, executor, guardian or conservator holding shares may vote the shares, in person, by electronic means or by a proxy, without transferring the shares into the name of the administrator, executor, guardian or conservator. Shares standing in the name of a trustee may be voted by the trustee, in person, by electronic means or by a proxy, but a trustee may not vote shares held by the trustee without transferring the shares into the trustee’s name.
(c) Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under control of a receiver may be voted by the receiver without transferring the shares into the receiver’s name if an appropriate order of the court by which the receiver was appointed authorizes the receiver to vote the shares.
(d) A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee may vote the shares so transferred.
(2) For the purpose of determining shareholders entitled to notice of or to vote at meetings, or entitled to receive payment of any dividend, the bylaws may fix in advance a date as the record date for any such determination of shareholders. The date must be not more than 50 days and not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If a record date is not fixed by the bylaws, the date on which notice of the meeting is mailed, or the date on which the resolution of the board of directors declaring such dividend is adopted, is the record date for such determination of shareholders. A determination of shareholders entitled to vote at any meeting made under this subsection applies to any adjournment of that meeting.
(3) As used in this section, "electronic means" means a method of voting that complies with ORS 84.001 to 84.061. [1957 c.716 §15; 1987 c.94 §81; 2016 c.2 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.205 - Subscription agreement for shares or agreement to pay a membership fee; default.

(1) A subscription agreement for shares, including membership stock, of a cooperative, where the subscription is entered into before incorporation, or an agreement entered into before incorporation to pay a membership fee is irrevocable for six months unless:
(a) Otherwise provided by the subscription agreement or the agreement to pay a membership fee; or
(b) All subscribers or parties to all the agreements to pay a membership fee consent to the revocation.
(2) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, or if a party to an agreement to pay a membership fee defaults in the payment of money or property under an agreement to pay a membership fee entered into before incorporation, the cooperative may collect the amount owed as any other debt. Alternatively, unless the subscription agreement or agreement to pay a membership fee provides otherwise, the cooperative may rescind the agreement if the debt remains unpaid more than 20 days after the cooperative sends written demand for payment to the subscriber or the party. [1957 c.716 §16; 1995 c.195 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.215 - Limitation of liability of members and shareholders.

Except for debts lawfully contracted between a member or shareholder and the cooperative, no member or shareholder is liable for the acts or debts of the cooperative to an amount exceeding the sum remaining unpaid on the subscription of the member or shareholder for shares of the cooperative, and the sum remaining unpaid on such member’s membership fee if such fee is required by the cooperative. [1957 c.716 §17; 1995 c.195 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.225 - Dividends on capital stock.

A cooperative organized with capital stock may pay a dividend upon capital stock as is authorized by its articles. A payment under this section shall not be made if the result of the payment would be to bring the value of the cooperative’s remaining assets below the aggregate of the cooperative’s indebtedness. [1957 c.716 §18; 1995 c.195 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.235 - Recall, exchange or redemption of stock or other evidence of equity by cooperative.

(1) Unless the articles provide otherwise, a cooperative may recall membership stock upon termination of membership, acquire, exchange, redeem, and reissue its own shares or other evidences of equity. Consideration paid for shares of membership stock recalled by the cooperative shall be the par value thereof and accrued and unpaid dividends, if any, except that if such shares have no par value the consideration paid therefor shall be the consideration in dollars for which the shares were issued plus accrued and unpaid dividends. The cooperative may set off obligations to it of the holder of membership stock or other stock or other evidence of equity, including capital credits or accounts representing capital credits. The cooperative shall have a continuing perfected security interest in the evidence of equity, capital credits or accounts representing capital credits to secure payment of any indebtedness, whenever incurred, owed to the cooperative by the holder. Notwithstanding any other provision of law, the security interest shall take priority over all other perfected security interests. No such acquisition, recall or redemption of stock or other evidence of equity shall be made if the result thereof would be to bring the value of the remaining assets of the cooperative below the aggregate of its indebtedness. The articles may provide other limitations on the right of a cooperative to acquire, recall, exchange or redeem its shares or other evidences of equity.
(2) When shares are acquired, recalled, exchanged or redeemed by the cooperative, such shares shall be restored to the status of authorized but unissued shares. [1957 c.716 §14; 1993 c.428 §1]