reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.130 - Indemnity bond when cash and securities of fiduciary account exceed stockholders’ equity or members’ equity in trust company.

If the cash and securities that belong to any single fiduciary account exceed the amount of a trust company’s stockholders’ equity or members’ equity, the court that appoints the trust company to the position of trust may require an indemnity bond from the trust company for the amount of cash and securities that exceeds the stockholders’ equity or members’ equity. [Amended by 1973 c.797 §191; 1999 c.59 §219; 2015 c.244 §75]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.150 - General powers of trust companies.

A trust company may:
(1) Act as a fiscal or transfer agent of the United States or of any state, county, municipality, political subdivision or corporation, and in that capacity:
(a) Receive and disburse money;
(b) Transfer, register and countersign certificates of stock, bonds or other evidence of indebtedness;
(c) Authenticate and certify bonds and certificates of indebtedness; and
(d) Act as attorney-in-fact or agent of a person for any lawful purpose.
(2) Lease, hold, purchase and convey any real property necessary or convenient in transacting trust business.
(3) Receive deposits of moneys, securities and other personal property in trust from any person and loan trust funds that are secured by real or personal property.
(4) Act as trustee under any mortgage or bonds and accept and execute any lawful municipal or corporate trusts.
(5) Be appointed by a court and act as a fiduciary.
(6) Accept and execute any lawful trust.
(7) Rent receptacles for safe deposits of personal property and receive personal property upon deposit for safekeeping.
(8) Purchase, invest in and sell bills of exchange, bonds and mortgages, and other evidences of indebtedness.
(9) Discount and negotiate promissory notes, drafts, bills of exchange and other evidences of debt in managing trust properties, accept for payment at a future date drafts drawn upon the trust company and issue letters of credit authorizing holders to draw drafts upon the trust company or the trust company’s correspondents at sight or on time, not exceeding one year.
(10) Exercise all other powers given to trust companies under the Bank Act. [Amended by 1961 c.344 §106; 1973 c.797 §194; 1973 c.823 §141; 1974 c.36 §24; 1997 c.631 §210; 2015 c.244 §76]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.160 - Solicitation and performance of legal business.

(1) A trust company shall not advertise to furnish or furnish to the public legal advice or hold itself out as practicing law.
(2) A trust company that violates subsection (1) of this section is ineligible for one year thereafter to be judicially appointed as a fiduciary in this state. [Amended by 1973 c.797 §195; 1975 c.544 §28; 1997 c.631 §211]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.170 - Establishment of and investment in common trust funds; rules; accounting.

(1) "Common trust fund" as used in this section, means any fund maintained by a trust company exclusively for the collective investment and reinvestment of moneys contributed thereto by the trust company or an affiliated trust company as a fiduciary. For the purposes of this section, two or more trust companies are affiliated if they are members of the same affiliated group, within the meaning of section 1504 of the Internal Revenue Code.
(2) A trust company may establish common trust funds for the purpose of furnishing investments to itself as fiduciary, to an affiliated trust company as fiduciary, or to itself or an affiliated trust company and others as cofiduciaries. A trust company may, as a fiduciary or cofiduciary, invest funds that it lawfully holds for investment, in interests in the common trust fund or a common trust fund of an affiliated trust company, if the investment is not prohibited by the instrument, judgment or order creating the fiduciary relationship, and if, in the case of cofiduciaries, the trust company procures the consent of its cofiduciary or cofiduciaries to the investment.
(3) The Director of the Department of Consumer and Business Services, in accordance with ORS chapter 183, may adopt rules necessary to control the establishment and operation of common trust funds and to protect the investors. A trust company except a national bank that is qualified to conduct a trust business pursuant to the laws of the United States shall, in the operation of the common trust fund, comply with the rules.
(4) Unless ordered by a court a trust company operating common trust funds is not required to render a court accounting with respect to the funds, but it may, upon application to the circuit court of the county in which it has its principal office in this state, obtain a settlement of its common trust fund accounts on conditions specified by the court. When application for the settlement is presented to a circuit court for approval, the circuit court shall assign a time and place for hearing and order notice thereof by:
(a) Publication once a week for three successive publications, the first publication to be not less than 20 days prior to the date of hearing, of a notice in a newspaper having a general circulation in the county in which the trust company operating the common trust fund has its principal office;
(b) Mailing, not less than 14 days prior to the date of the hearing, a copy of the notice to all beneficiaries of the trusts participating in the common trust fund whose names are known to the trust company from the records kept by it in the regular course of business in the administration of the trust, directed to them at the addresses shown by the records; and
(c) Such further notice, if any, as the court may order. [Amended by 1953 c.258 §2; 1959 c.91 §1; 1963 c.56 §1; 1973 c.797 §196; 1973 c.823 §142; 1974 c.36 §25; 1983 c.367 §3; 1985 c.762 §41; 1997 c.631 §212; 2003 c.576 §546]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.175 - Limitation on investment of trust funds; exceptions.

(1) Except as provided in ORS 709.220, subsection (2) of this section, or as the instrument that creates the trust relationship or a court order authorizes, a trust company may not invest funds that the trust company holds as fiduciary in stock or obligations of, or property the trust company acquired from:
(a) The trust company or the trust company’s directors, officers or employees;
(b) Individuals affiliated with the trust company or the trust company’s directors, officers or employees;
(c) Organizations in which the trust company or the trust company’s directors, officers or employees hold an interest;
(d) Affiliates of the trust company or the affiliates’ directors, officers or employees;
(e) Individuals with whom the trust company has an interest that might affect the trust company’s exercising the trust company’s best judgment in making the investment or acquiring the property; or
(f) Organizations in which the trust company has an interest that might affect the trust company’s exercising the trust company’s best judgment in making the investment or acquiring the property.
(2) Subsection (1) of this section does not apply if the trust company invests funds the trust company holds as fiduciary in any open-end or closed-end management type investment company or investment trust for which the trust company, or an affiliate of the trust company, acts as investment advisor or custodian or provides other services, for which services the trust company and the trust company’s affiliates may receive reasonable fees.
(3) For the purposes of this section, companies are affiliated if the companies are members of the same affiliated group under Section 1504 of the Internal Revenue Code. [1989 c.604 §3; 1991 c.353 §1; 1997 c.631 §213; 2015 c.244 §77]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.200 - Acquisition or investment of trust property in own name or name of nominee.

(1) In the acquisition or investment of trust property, a trust company may take in its own name, or in the name of its nominee, any assets in which it may be authorized to invest or hold trust property.
(2) Upon the satisfaction, conveyance or investment of trust property, whether the trust property is held in the name of the trust company, individually, or in its name as trustee or in a specified fiduciary capacity or otherwise, the instrument of satisfaction or transfer may be executed by the trust company in its own name. [Amended by 1973 c.797 §198; 1997 c.631 §215]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.210 - Disclosure of fiduciary character or terms of trust instrument.

In acquiring, holding, satisfying and conveying trust property, a trust company is not required to disclose that it is acting in a fiduciary capacity, the terms or conditions of the instrument under which it acts, the nature or extent of its authority or the application of the proceeds of the transaction. A person dealing with a trust company may not inquire into the matters, except to the extent specified in ORS 709.270. [Amended by 1973 c.797 §199]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.220 - Handling of funds awaiting investment or distribution; security for use of funds.

(1) Funds placed or held in trust by a trust company awaiting investment or distribution shall not be held uninvested or undistributed for a longer period than is reasonable for the proper management of the account, shall be carried in a separate account and shall not be used by the trust company, bank or extranational institution in the conduct of its business or in the conduct of the business of any of its affiliates, except that such funds may be deposited in the commercial or savings or other department of the trust company, bank or extranational institution if the trust company, bank or extranational institution first obtains and sets aside in its trust department:
(a) Bonds or other securities eligible for the investment of trust funds;
(b) A surety bond;
(c) An irrevocable letter of credit issued by an insured institution, as defined in ORS 706.008; or
(d) A combination of the securities, letters of credit and surety bond.
(2) The surety bond shall be issued by a surety company authorized to transact business in this state and approved by the Director of the Department of Consumer and Business Services. The bond or letter of credit shall provide that the principal and surety or letter of credit issuer shall indemnify the several owners of the funds held in trust against loss due to the failure of the trust company, bank or extranational institution.
(3) Notwithstanding the provisions of ORS 708A.415, the securities, the surety bond, the letter of credit or the securities, the surety bond and the letters of credit together shall be in an amount equal to the portion of the trust funds not insured by the United States Government or any agency or instrumentality of the United States.
(4) If the trust company, bank or extranational institution fails, the owners of the funds held in trust for investment or distribution have a lien on the bonds or other securities set apart, or a right of action on the surety bond and upon the letter of credit, in addition to their claim against the estate of the trust company, bank or extranational institution. [Amended by 1957 c.82 §2; 1973 c.797 §200; 1975 c.544 §29d; 1983 c.296 §5a; 1987 c.216 §5; 1991 c.331 §115; 1997 c.631 §216]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.240 - Oath and bond exemption for trust company appointed as fiduciary.

An official oath or indemnity bond or other security shall not be required when a trust company is appointed as fiduciary or during the administration of the trust except as required by ORS 709.030 and 709.130. [Amended by 1973 c.797 §201; 1973 c.823 §144; 1974 c.36 §26]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.270 - Disclosure of communications and writings.

A trust company shall, except as otherwise provided in this section, keep inviolate all communications and writings made to or by the trustees touching the existence, condition, management and administration of any private trust confided to it. A creditor or stockholder is not entitled to disclosure or knowledge of the communication or writing. However, the officers, manager, trust officer, secretary or attorney of the trust company may know of the communication or writing. In any suit or proceeding touching the existence, condition, management or administration of the trust, the court in which the matter is pending may require disclosure of the communication or writing. [Amended by 1973 c.797 §202; 1997 c.631 §217]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.280 - Loans to directors, officers, employees or affiliates.

(1) A trust company shall not make any loan to any director, officer or employee of the trust company or to any affiliate or any director, officer or employee of an affiliate from its trust funds, and shall not permit any director, officer, employee or affiliate to become indebted to it in any way out of its trust funds, unless specifically authorized to do so by the terms of the trust.
(2) An officer, director or employee of a trust company shall not knowingly violate any provision of this section, or aid or abet any other person in a violation.
(3) This section shall not prevent the maintenance by a trust company of time or demand deposits of its trust funds in an affiliate that is a bank or extranational institution, provided that the bank or extranational institution complies with the requirements of ORS 709.220 pertaining to obtaining and setting aside bonds, surety bonds and other securities in an amount equal to the portion of the trust funds not insured by the Federal Deposit Insurance Corporation. [Amended by 1973 c.797 §203; 1975 c.544 §29e; 1983 c.296 §5b; 1997 c.631 §218]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.290 - Closing of trust unduly delayed.

If, as a result of an examination, the Director of the Department of Consumer and Business Services finds that the closing of any trust by a trust company has been unreasonably delayed, the director may initiate proceedings in a court of competent jurisdiction to require the trust company to perform its duties in closing the trust. [Amended by 1973 c.797 §204]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.300 - Transaction of trust business by national bank.

(1) A national bank authorized to conduct a trust business that has complied with the applicable provisions of this chapter may transact trust business in all respects, as provided by applicable laws of the United States and rules and regulations promulgated pursuant thereto. All acts provided in the Bank Act to be performed by the State Treasurer, the Director of the Department of Consumer and Business Services or other public officials for or in respect to trust companies, shall be performed for national banks equally with trust companies.
(2) Every national bank that is authorized to transact trust business and that has qualified by making the deposit of securities required under ORS 709.030, may:
(a) Act or be appointed by any court to act in any fiduciary capacity to the same extent as any trust company;
(b) Use the word "trust" in its corporate name; and
(c) Advertise its authority to act in fiduciary capacities. [Amended by 1963 c.55 §1; 1965 c.170 §1; 1973 c.797 §205; 1997 c.631 §219]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.330 - Sale or transfer of assets or liabilities; effect on fiduciary relations.

(1) When a sale or transfer of assets or liabilities becomes effective, the purchasing corporation succeeds to all the rights, obligations and relations of the selling corporation to or in respect to any person, estate, creditor, depositor, trustee or beneficiary of any trust and in respect to any fiduciary relation, and the rights, obligations and relations remain unencumbered.
(2) The sale or transfer of assets or liabilities does not effect a renunciation or revocation of any letters of administration, letters testamentary, letters of guardianship or any other fiduciary relationship.
(3) If any trust, estate, conservatorship or other fiduciary relationship of the selling corporation requires a court to approve a change of the fiduciary, within 90 days after the change becomes effective the successor fiduciary shall file notice of the change with the court that has jurisdiction and serve notice of the change upon each beneficiary. The successor fiduciary may serve the notice in the manner provided in ORCP 9 or, if the residence of a beneficiary is not known, the successor fiduciary may publish the notice in the manner provided for the publication of summons.
(4) A beneficiary or other person that is interested in the trust, estate, conservatorship or other fiduciary relationship may, within 90 days after the service of the notice described in subsection (3) of this section, apply to the appropriate court for a change of fiduciary or such other relief as may be proper. [Amended by 1973 c.797 §206; 1979 c.284 §195; 1997 c.631 §219a; 2015 c.244 §78]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.335 - Digital signatures.

A trust company may conduct transactions using digital signatures and issue certificates for the purpose of verifying digital signatures. [1997 c.631 §234a; 1999 c.718 §3; 2001 c.535 §35; 2005 c.118 §5]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.340 - Trust company quitting business; examination.

A trust company quitting business shall furnish to the Director of the Department of Consumer and Business Services satisfactory evidence of its release and discharge from all obligations and trusts provided for in the Bank Act. The director shall examine the trust company, and, if the director is satisfied after the examination that the trust company has discharged all its obligations and trusts, the director shall revoke its certificate of authority and deliver up all securities on deposit with the director under ORS 709.030. [Amended by 1973 c.797 §207]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.390 - Discontinuance of trust business; determination of claims against deposit of securities.

(1) If a trust company discontinues its trust business, the Director of the Department of Consumer and Business Services shall file in the circuit court for the county in which the principal place of business of the trust company is located a verified petition:
(a) Stating that the trust company is closing, dissolving or transferring its trust business or is in process of voluntary or involuntary liquidation.
(b) Requesting that claims, if any, against the deposit made under ORS 709.030 by the trust company with the director be determined.
(2) Notwithstanding the provisions of subsection (1) of this section, if proceedings for the liquidation of the trust company have been commenced in a court located in a county or state other than the county in this state in which the trust company has its principal place of business, the director shall file the verified petition described in subsection (1) of this section in the court where the proceedings have been commenced. [Amended by 1957 c.115 §1; 1973 c.797 §209; 1997 c.631 §221]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.410 - Termination of right to do trust business.

The filing by the Director of the Department of Consumer and Business Services of the petition provided for in ORS 709.390 terminates the right of the trust company affected thereby to do a trust business in this state, except as may be necessary to wind up then existing trusts. [Amended by 1973 c.797 §211; 1997 c.631 §223]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.420 - Actions or suits on claims; service of summons; preference on calendar.

(1) In all actions to determine claims to the deposits, the Director of the Department of Consumer and Business Services shall be a necessary party defendant.
(2) An action shall not be considered to have begun within the time required by the order unless, in the case of defendants within the state, summons is actually served within 60 days after the time limited in the order.
(3) Actions filed to determine claims to the deposits shall have preference upon the calendar of any Oregon trial or appellate court and shall be tried by such courts without unnecessary delay. [Amended by 1973 c.797 §212; 1997 c.631 §224]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.430 - Release or payment of deposit pending suit; distribution of deposits upon determination of suit.

(1) If any actions on claims against the deposit mentioned in ORS 709.390 are begun within the six-month period, the Director of the Department of Consumer and Business Services shall not release and the court shall not order the payment of any part of the deposit until all actions are determined by final judgment.
(2) When all actions on claims against the deposit are finally determined, so much of the deposit as is necessary shall be paid to the claimants who have established their claims in the sums allowed by the court or, if not sufficient, the deposit shall be distributed pro rata among the claimants establishing their claims.
(3) The court, in the proceeding initiated by the director, shall enter a judgment providing that the balance of the deposit be paid to the trust company or if the trust company is in the process of liquidation, to the official in charge of the liquidation. [Amended by 1973 c.797 §213; 1997 c.631 §225; 2003 c.576 §548]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.440 - Director’s charges as prior lien on deposit.

All unpaid charges owing to the Director of the Department of Consumer and Business Services for expenses and services rendered under ORS 709.080 in connection with the deposit mentioned in ORS 709.030, and all expenses incurred by the director, including services rendered by the director, attorney fees and necessary court expenses in connection with the determination of claims against the deposit, are a first and prior lien on the deposit, and shall be paid before any part of the deposit is released or paid to any claimant or trust company. [Amended by 1973 c.797 §214; 1997 c.631 §226]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.450 - Sale and disposition of securities to pay expenses, costs and claims.

The court hearing the proceedings instituted by the Director of the Department of Consumer and Business Services under ORS 709.390 may, upon terms fixed by the court, order the director to sell and reduce to cash the deposited securities as necessary to pay:
(1) The unpaid charges and expenses described in ORS 709.440; and
(2) Claims established against the deposit. [Amended by 1973 c.797 §215]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.460 - Application of ORS 709.390 to 709.450 to merger or consolidation; return of security deposit after merger or consolidation.

(1) ORS 709.390 to 709.450 do not apply to a merger or consolidation of a trust company with another trust company authorized to conduct a trust business whereby the security deposits and the trust business of the retiring trust company are acquired by the resulting trust company.
(2) Immediately following the completion of a merger or consolidation described in subsection (1) of this section, the Director of the Department of Consumer and Business Services, upon written application of the resulting trust company, shall return to the resulting trust company that portion of the combined security deposits of the trust companies involved in the merger or consolidation which exceeds the deposit required by ORS 709.030 for the combined cash and securities held in trust by the resulting trust company following the merger or consolidation. [Amended by 1957 c.115 §2; 1973 c.797 §216; 1997 c.631 §227]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.520 - Conversion to out-of-state trust company; conversion to Oregon trust company; procedures.

(1) An Oregon trust company may convert into an out-of-state trust company subject to the prior approval of the supervisory authority having jurisdiction over the proposed resulting trust company. Upon completion of such a conversion, the Oregon charter shall terminate, except for the purposes specified in ORS 711.190.
(2) An out-of-state trust company that follows the procedures prescribed by the supervisory authority having jurisdiction over the converting out-of-state trust company shall be granted a charter as an Oregon trust company by the Director of the Department of Consumer and Business Services if the director finds that the converting trust company meets the standards of the Bank Act for organization as an Oregon trust company. An out-of-state trust company may apply to convert to an Oregon trust company and obtain a charter as an Oregon trust company by filing with the director:
(a) A certificate signed by the chief executive officer of the converting out-of-state trust company certifying that the board of directors has taken all necessary corporate action in compliance with the provisions of the laws of the supervisory authority having jurisdiction over the converting out-of-state trust company.
(b) The articles of incorporation, approved by a majority of the stockholders of the converting out-of-state trust company, for the operation of the out-of-state trust company as an Oregon trust company. [1997 c.631 §230]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.525 - Merger or acquisition; procedures.

An Oregon trust company may merge with or have its outstanding shares acquired by any other trust company if the merger or acquisition of shares is permitted by the laws of the jurisdiction having supervisory authority over the resulting trust company. An Oregon trust company that merges with or engages in a share exchange with another trust company shall follow the procedures set forth in ORS 711.130 to 711.145. [1997 c.631 §231]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.530 - Applicability of ORS 711.190, 711.197 and 711.199 to merging or converting trust company.

ORS 711.190, 711.197 and 711.199 shall be applicable to a merging or converting Oregon trust company. [1997 c.631 §232]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.535 - Sale of assets or transfer of liabilities; approval by stockholders and director; appeal.

(1) Subject to the provisions of this section, and subject to the approval of the Director of the Department of Consumer and Business Services, an Oregon trust company may sell all or any portion of the Oregon trust company’s assets or transfer all or any portion of the Oregon trust company’s liabilities to another trust company outside the ordinary course of business. The parties to the sale or transfer shall document the sale or transfer with an acquisition transaction agreement. The board of directors of each party to the transaction must approve the agreement.
(2) If an Oregon trust company proposes to transfer all or substantially all of the Oregon trust company’s assets, liabilities or both outside the ordinary course of business, the Oregon trust company shall send notice of the acquisition transaction to each of the Oregon trust company’s stockholders within 30 days after the board of directors approves the acquisition transaction. The notice shall set forth the substantive provisions of ORS 711.175, 711.180 and 711.185. To be effective, each selling Oregon trust company that is a party to the acquisition transaction shall have the acquisition transaction approved by a two-thirds vote of the outstanding stock of each class of voting shares at a meeting called to consider the acquisition transaction.
(3) The Director of the Department of Consumer and Business Services shall approve an acquisition transaction that is subject to this section if the director finds that the acquisition transaction:
(a) Conforms with the provisions of the Bank Act;
(b) Will not be detrimental to the safety and soundness of an Oregon trust company that is a party to the acquisition transaction;
(c) Is not contrary to the public interest; and
(d) Is permitted by the supervisory authority, if any, that has jurisdiction over the acquiring trust company, if the acquiring trust company is not an Oregon trust company.
(4) If the director disapproves an acquisition transaction that is subject to this section, the director shall state any objections in writing and give the parties to the acquisition transaction an opportunity to take action to obviate the objections.
(5) Any party to an acquisition transaction agreement may appeal the director’s decision as provided in ORS 183.415 to 183.500. [1997 c.631 §233; 2007 c.71 §229; 2015 c.244 §80]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.540 - Rights of stockholder of trust company party to merger, share exchange or acquisition.

A stockholder of an Oregon trust company that is a party to a merger, share exchange or acquisition transaction shall have the rights granted stockholders of Oregon stock banks under ORS 711.175, 711.180 and 711.185. [1997 c.631 §234]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.600 - Regulation of trust business by corporations formed prior to adoption of Bank Act; regulation of other business.

(1) Trust business done by corporations created prior to the adoption of the Bank Act (General Laws 1925, chapter 207) shall be subject to regulation by the Director of the Department of Consumer and Business Services and such corporations engaged in trust business are subject to the provisions, including the filing and fee requirements, of ORS chapters 706 to 716.
(2) If a corporation subject to subsection (1) of this section also carries on business other than a trust business, the Corporation Commissioner may retain a copy of the articles of incorporation and other filings. As provided in ORS 60.957, such corporations also shall continue to be subject to the provisions, including the filing and fee requirements, of ORS chapter 60. [Formerly 709.500]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 709 - Regulation of Trust Business › Section 709.980 - Civil penalties.

(1) Any person who violates ORS 709.270 or 709.280 or any rule adopted under ORS 709.170 (3) shall forfeit a civil penalty in an amount determined by the director of not more than $2,500 for each offense.
(2) All money forfeited under this section shall be paid to the State Treasurer to be deposited in the Consumer and Business Services Fund.
(3) The civil penalty may be recovered as provided in ORS 706.980. [1975 c.544 §29c]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.040

[Amended by 1973 c.797 §227; 1981 c.192 §18; 1997 c.631 §235; renumbered 711.190 in 1997]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.045

[Amended by 1973 c.797 §229; 1975 c.544 §30; 1977 c.135 §25; 1981 c.192 §19; 1983 c.296 §7; 1997 c.631 §236; renumbered 711.180 in 1997]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.065 - Conversion of Oregon stock bank into insured stock institution.

(1) An Oregon stock bank may convert into an insured stock institution subject to the prior approval of the supervisory authority having jurisdiction over the proposed resulting insured stock institution.
(2) Upon completion of the conversion of an Oregon stock bank, its charter shall terminate, except for the purposes specified in ORS 711.190. [1997 c.631 §265]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.070 - Conversion of financial institution into Oregon stock bank; application.

(1) A financial institution with its head office or any branches located in this state that follows the procedures prescribed by the supervisory authority having jurisdiction over the converting financial institution shall be granted a charter of an Oregon stock bank by the Director of the Department of Consumer and Business Services if the director finds that the converting financial institution meets the standards of the Bank Act for the organization of such an Oregon stock bank.
(2) A financial institution may apply to convert to an Oregon stock bank and obtain a charter by filing with the director:
(a) A certificate signed by the chief executive officer of the converting financial institution certifying that all necessary corporate actions in compliance with the provisions of the laws of the supervisory authority having jurisdiction over the converting financial institution have been taken; and
(b) The articles of incorporation for the operation of the financial institution as an Oregon stock bank, in accordance with the requirements of ORS 707.120. [1997 c.631 §266]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.075 - Conversion of Oregon nonstock bank into financial institution.

(1) An Oregon nonstock bank may convert into a financial institution subject to the prior approval of the supervisory authority having jurisdiction over the proposed resulting financial institution.
(2) Upon completion of the conversion of an Oregon nonstock bank, its charter shall terminate, except for the purposes specified in ORS 711.190. [1997 c.631 §267]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.080 - Conversion of financial institution into Oregon nonstock bank; application.

(1) A financial institution with its head office or any branches located in this state that follows the procedures prescribed by the supervisory authority having jurisdiction over the converting financial institution shall be granted a charter of an Oregon nonstock bank by the Director of the Department of Consumer and Business Services if the director finds that the converting financial institution meets the standards of the Bank Act for the organization of such an Oregon nonstock bank.
(2) An insured nonstock institution may apply to convert to an Oregon nonstock bank and obtain a charter by filing with the director:
(a) A certificate signed by the chief executive officer of the converting financial institution certifying that all necessary corporate actions in compliance with the provisions of the laws of the supervisory authority having jurisdiction over the converting financial institution have been taken; and
(b) The articles of incorporation for the operation of the insured nonstock institution as an Oregon nonstock bank, in accordance with the requirements of ORS 707.120. [1997 c.631 §268]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.085 - Approval of conversion of Oregon bank by board or shareholders.

If an Oregon bank converts pursuant to ORS 711.065 to 711.080, the conversion must be approved by:
(1) A simple majority of the full board of directors of the converting Oregon bank, unless the articles or bylaws of the converting Oregon bank required a greater percentage; and
(2) If the converting bank is an Oregon stock bank, a vote of a simple majority of the outstanding stock of each class of voting shares at a meeting called to consider the conversion, unless the articles or bylaws of the converting Oregon bank required a greater percentage. [1997 c.631 §269; 2015 c.244 §81]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.090 - Conversion of Oregon bank or Oregon trust company to corporation or limited liability company.

(1) An Oregon bank or Oregon trust company organized as a corporation under ORS chapter 707 or 709 may be converted to a limited liability company. An Oregon bank or Oregon trust company organized as a limited liability company may be converted to a corporation. The conversion shall be accomplished by the approval of a plan of conversion under ORS 711.095 and the filing of articles of conversion under ORS 711.100.
(2) The plan of conversion shall set forth:
(a) The name of the Oregon bank or Oregon trust company prior to the conversion;
(b) The name of the Oregon bank or Oregon trust company after the 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 the ownership interests or obligations of the converted Oregon bank or Oregon trust company, or into cash or other property, in whole or in part; and
(e) Any additional information required by the Director of the Department of Consumer and Business Services.
(3) The plan of conversion may set forth other provisions relating to the conversion. [2005 c.134 §6]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.100 - Articles of conversion; effective date of conversion.

(1) After a plan of conversion is approved under ORS 711.095, the converting Oregon bank or Oregon trust company shall file articles of conversion with the Director of the Department of Consumer and Business Services. The articles shall:
(a) State the name and type of the business entity prior to conversion;
(b) State the name and type of the business entity after conversion; and
(c) Include the plan of conversion.
(2) The conversion takes effect on the date the articles of conversion are filed with the director, unless the articles of conversion state another effective date. [2005 c.134 §8]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.125 - Merger of Oregon stock bank with insured stock institution; company acquiring shares of Oregon stock bank through share exchange.

(1) Subject to the provisions and requirements of ORS 711.130 to 711.145 and 713.270, any Oregon stock bank may merge with any insured stock institution if the merger is permitted by the supervisory authority having jurisdiction over the resulting insured stock institution.
(2) Subject to the provisions and requirements of ORS 711.130 to 711.145 and 713.270, ORS chapter 715 and applicable federal law, a company may acquire all of the outstanding shares of one or more classes or series of stock of an Oregon stock bank through a share exchange. [1997 c.631 §270]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.130 - Approval of plan of merger or share exchange involving Oregon stock bank; contents of plan; fee.

(1) For each Oregon stock bank that is a party to a merger or that proposes to have its stock acquired through a share exchange, the plan of merger or plan of share exchange shall be approved by a majority of the entire board of directors of each such Oregon stock bank. If an insured stock institution, other than an Oregon stock bank, is a party to a merger with an Oregon stock bank, the plan of merger shall be approved by such merging insured stock institution’s board of directors to the extent required under the laws applicable to such insured stock institution.
(2) A plan of merger shall contain at least:
(a) The name of each party to the merger and the name of the resulting insured stock institution;
(b) The terms and conditions of the proposed merger;
(c) The manner and basis of converting the shares of each merging insured stock institution into shares, obligations or other securities of the resulting insured stock institution or a holding company of the resulting insured stock institution or, in whole or part, into cash or other property;
(d) A statement of any changes in the articles of incorporation of the resulting insured stock institution to be put into effect by the plan of merger; and
(e) Any other provisions with respect to the proposed merger that the Director of the Department of Consumer and Business Services determines to be necessary.
(3) A plan of share exchange shall contain at least:
(a) The name of the Oregon stock bank whose shares will be acquired and the name of the acquiring company;
(b) The terms and conditions of the proposed share exchange;
(c) The manner and basis of the exchange of shares of the Oregon stock bank for shares, obligations or other securities of the acquiring company or of any other company or for cash or for other property in full or in part;
(d) A statement of any changes in the articles of incorporation of the acquired Oregon stock bank to be put into effect by the plan of share exchange; and
(e) Any other provision with respect to the proposed share exchange that the director determines to be necessary.
(4) After approval by the board of directors, the plan of merger or plan of share exchange shall be submitted to the director for approval, with a nonrefundable application fee of $3,000. Certified copies of the authorizing resolutions of each board of directors, if any such resolutions are required under applicable law, showing approval of the plan of merger or plan of share exchange in accordance with subsection (1) of this section shall also be submitted. For each Oregon stock bank that is a party to a merger or is to be acquired through a share exchange, the certified copies of the board resolutions shall also show that the resolutions were approved by a majority of the entire board. [1997 c.631 §271]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.135 - Action by director on plan of merger or share exchange involving Oregon stock bank; appeal.

(1) Within 90 days after the Director of the Department of Consumer and Business Services receives the materials and fee specified in ORS 711.130, unless the director extends the time in concurrence with the applicants, the director shall approve or disapprove a plan of merger or plan of share exchange. The director shall approve the plan of merger or plan of share exchange if the director finds that:
(a) The transaction conforms with the provisions of the Bank Act;
(b) The transaction will not be detrimental to the safety and soundness of the resulting insured stock institution or the Oregon stock bank to be acquired through a share exchange;
(c) The transaction is not contrary to the public interest; and
(d) The director is satisfied that the state or federal supervisory authority that has jurisdiction over the resulting insured stock institution or acquiring company permits the transaction.
(2) If the director disapproves a plan of merger or plan of share exchange, the director shall state any objections in writing and give the boards of the parties to the transaction an opportunity to amend the plan of merger or plan of share exchange to obviate the objections. The amended plan of merger or plan of share exchange must be submitted to the director for approval as if the amended plan were the original plan of merger or plan of share exchange.
(3) Any of the parties to the transaction may appeal the decision of the director as provided in ORS 183.415 to 183.500. [1997 c.631 §272; 2015 c.244 §82]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.140 - Approval of merger or share exchange involving Oregon stock bank by stockholders.

(1) To be effective, a merger or share exchange involving an Oregon stock bank shall be approved by the stockholders of each Oregon stock bank that is a party to a merger or Oregon stock bank to be acquired through a share exchange by a vote of two-thirds of the outstanding stock of each class of voting shares at a meeting called to consider the merger or share exchange.
(2) Approval of the merger or share exchange by the stockholders constitutes the adoption of any amendments to the articles set forth in the plan of merger or plan of share exchange.
(3) If the plan of merger or plan of share exchange adopts any provision enumerated in ORS 707.248 affecting the rights of nonvoting stockholders of an Oregon stock bank, such nonvoting stockholders may vote as a class on the merger or share exchange.
(4) Each Oregon stock bank that is a party to a merger or is to be acquired through a share exchange shall give notice of the meeting to vote on the proposed merger or share exchange to each stockholder of record entitled to vote on the plan of merger or plan of share exchange at the address of the stockholder in the books of the Oregon stock bank at least 15 days before the date of the meeting unless the notice is waived in writing by all the holders of shares entitled to vote on the plan of merger or plan of share exchange. Unless, pursuant to ORS 711.170 (8) or other applicable law, the shareholders of the Oregon stock bank are not entitled to receive fair value of their shares, the notice shall be accompanied by a copy of ORS 711.175, 711.180 and 711.185, and shall explain that the sections establish the rights of dissenting stockholders. The notice shall also include any other information that the Director of the Department of Consumer and Business Services may require. [1997 c.631 §273]