2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.256 - Restated articles of incorporation.

(1) An institution or Oregon stock savings bank may adopt restated articles of incorporation that become effective after approval and filing by the Director of the Department of Consumer and Business Services. The restated articles of incorporation may make any changes in the articles of incorporation that the institution or Oregon stock savings bank could make by regularly adopting an amendment. Adopting restated articles of incorporation amends the existing articles of incorporation to conform to the restated articles of incorporation, without further action of the board of directors or shareholders. Restated articles of incorporation must state that the restated articles of incorporation supersede the previously existing articles of incorporation and amendments to the previously existing articles of incorporation. Restated articles of incorporation must have all the statements that, under ORS 707.110, must be in the original articles of incorporation, except a statement that lists the initial principal place of business, the number or names of directors that constitute the initial board of directors or the names of the incorporators.
(2) Except as provided in subsection (3) of this section, restated articles of incorporation that the director has approved and filed supersede the previously existing articles of incorporation and amendments to the previously existing articles of incorporation. The director shall, upon request, certify a copy of the articles of incorporation, the articles of incorporation as restated or any amendments to either the articles of incorporation or the restated articles of incorporation.
(3) If the restated articles of incorporation specify a delayed effective date, the restated articles of incorporation are effective on the date specified. A delayed effective date for restated articles of incorporation may not be later than the 90th day after the date on which the institution or Oregon stock savings bank executes and submits the restated articles of incorporation for filing.
(4) An institution or Oregon stock savings bank that submits restated articles of incorporation for filing shall include a statement that the president or a vice president and a cashier, secretary or assistant secretary execute in duplicate and that sets forth:
(a) The name of the institution or Oregon stock savings bank;
(b) The date on which the shareholders adopted the restated articles of incorporation;
(c) The number of shares outstanding and the number of shares entitled to vote for or against the restated articles of incorporation, and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each class that are entitled to vote for or against the restated articles of incorporation.
(d) 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 as a class, the number of shares of each such class voted for and against the restated articles of incorporation, respectively.
(e) The manner in which the institution or Oregon stock savings bank will exchange, reclassify or cancel issued shares, if the restated articles of incorporation provide for an exchange, reclassification or cancellation of issued shares but do not set forth the manner for exchanging, reclassifying or canceling the issued shares. [1989 c.324 §16; 1997 c.631 §65; 2015 c.244 §24]