Chapter 62 — Chapter 62

ORS 62.005 Short title. This chapter shall be known and may be cited as the “Oregon Cooperative Corporation Act.” [1957 c.716 §1]

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ORS 62.010 [Repealed by 1957 c.716 §76]

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ORS 62.015 Definitions. As used in this chapter, unless the context requires otherwise

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ORS 62.020 [Repealed by 1957 c.716 §76]

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ORS 62.025 Filing requirements. (1)(a) For the Secretary of State to file a document under this chapter, the document must

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ORS 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]

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ORS 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

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ORS 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

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ORS 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]

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ORS 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

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ORS 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]

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ORS 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

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ORS 62.065 Certificate of existence. (1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a cooperative

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ORS 62.110 [Repealed by 1957 c.716 §76]

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ORS 62.115 Purposes for which cooperatives may be organized. Cooperatives may be organized under this chapter for any lawful purpose or purposes, except for the purpose of banking or insurance. [1957 c.716 §3]

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ORS 62.120 [Repealed by 1957 c.716 §76]

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ORS 62.125 General powers. Each cooperative shall have power

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ORS 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

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ORS 62.130 [Repealed by 1957 c.716 §76]

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ORS 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

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ORS 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]

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ORS 62.140 [Repealed by 1957 c.716 §76]

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ORS 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

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ORS 62.150 [Repealed by 1957 c.716 §76]

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ORS 62.155 Registered office and registered agent; service of process on cooperative. (1) A cooperative shall have and continuously maintain in this state

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ORS 62.160 [Repealed by 1957 c.716 §76]

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ORS 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

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ORS 62.170 [Repealed by 1957 c.716 §76]

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ORS 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

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ORS 62.180 [Repealed by 1957 c.716 §76]

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ORS 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

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ORS 62.190 [Repealed by 1957 c.716 §76]

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ORS 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

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ORS 62.200 [Repealed by 1957 c.716 §76]

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ORS 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

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ORS 62.210 [Repealed by 1957 c.716 §76]

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ORS 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]

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ORS 62.220 [Repealed by 1957 c.716 §76]

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ORS 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]

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ORS 62.230 [Repealed by 1957 c.716 §76]

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ORS 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

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ORS 62.240 [Repealed by 1957 c.716 §76]

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ORS 62.245 Missing certificates or evidence of interest in cooperative; missing records relating to redemption of interest in cooperative. (1) When a certificate of membership in a cooperative or a certificate for a share or shares of membership or capital stock, if certificated, in a cooperative, or other written evidence of the apportionment, distribution and payment of net proceeds or savings of the cooperative, or of any indebtedness or other equity interest in a cooperative, issued by a cooperative is missing, the cooperative shall issue a duplicate thereof upon the request of the owner and upon the furnishing of such indemnity as may be required by the cooperative

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ORS 62.250 [Repealed by 1957 c.716 §76]

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ORS 62.251 Notice to directors, members and shareholders. (1) Notice under this chapter must be in writing unless the articles of incorporation or bylaws permit oral notice under specific circumstances. Notice by electronic transmission, other than oral notice delivered by electronic transmission, is in writing

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ORS 62.255 Meetings of members. (1) Meetings of members may be held either within or without this state as may be provided in the bylaws, and in the absence of a bylaw provision such meetings shall be held at the principal place of business of the cooperative

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ORS 62.260 [Repealed by 1957 c.716 §76]

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ORS 62.265 Voting by members. (1) Each member is entitled to one vote with respect to a matter that is subject to a vote at any member meeting, except that bylaws may authorize voting according to actual, estimated or potential patronage, or a combination of voting according to actual, estimated or potential patronage. Shares of stock do not have voting power except in the specific instances authorized by this chapter

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ORS 62.270 [Repealed by 1957 c.716 §76]

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ORS 62.275 Quorum of members. (1) Those members present at any annual or special member meeting of a cooperative constitute a quorum at the meeting, unless the bylaws of that cooperative provide that a greater number constitutes a quorum

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