Chapter 62 — Chapter 62
170 sections in this chapter.
ORS 62.570 Restated articles. (1) A cooperative by action taken in the same manner as required for amendment of articles of incorporation may adopt restated articles of incorporation. The restated articles of incorporation may contain any changes in the articles of incorporation that could be made by amendment regularly adopted. Adoption of restated articles of incorporation containing any such changes shall have the effect of amending the existing articles of incorporation to conform to the restated articles, without further action of the board of directors or shareholders
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(2) Restated articles of incorporation shall contain all the statements required under this chapter to be included in original articles of incorporation except that no statement need be made with respect to: (a) The number, names and addresses of directors constituting the initia…
ORS 62.605 Definitions for ORS 62.605 to 62.623. As used in this section and ORS 62.607 to 62.623
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(1) “Business entity” means: (a) Any of the following for-profit entities: (A) A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction; (B) A corporation organized under ORS chapter 60, predecessor law or comparable law…
ORS 62.607 Conversion. (1)(a) A business entity may be converted to a cooperative organized under this chapter
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(b) A cooperative organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion. (c) A business entity may perform a conversion described in paragraph (a)…
ORS 62.609 Action on plan of conversion. (1) A plan of conversion shall be approved by the business entity as follows
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(a) In the case of a cooperative, in the manner provided in ORS 62.619 (1)(a) for mergers; and (b) In the case of a business entity other than a cooperative, as provided by the statutes governing that business entity. (2) After a conversion is approved, and at any time before art…
ORS 62.610 [1957 c.716 §43; 1963 c.156 §3; 1995 c.195 §39; repealed by 1999 c.362 §67]
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[Repealed or reserved.]
ORS 62.611 Articles and plan of conversion. (1) After the owners approve a conversion, the converting business entity shall
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(a) File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and (b) File a plan of conversion or, in lieu of a plan of conversion, a written declaration t…
ORS 62.613 Effect of conversion; entity existence continues. (1) When a conversion to or from a cooperative pursuant to ORS 62.607 takes effect
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(a) The business entity continues its existence despite the conversion; (b) Title to all real estate and other property owned by the converting business entity is vested in the converted business entity without reversion or impairment; (c) All obligations of the converting busine…
ORS 62.615 [1957 c.716 §44; 1963 c.156 §4; 1981 c.633 §64; 1985 c.728 §70; 1987 c.94 §87; 1995 c.195 §40; 1999 c.362 §26; renumbered 62.621 in 1999]
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[Repealed or reserved.]
ORS 62.617 Merger; plan of merger. (1) One or more business entities may merge into a cooperative organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. A cooperative organized under this chapter may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction if
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(a) The merger is permitted by the laws of this state or by the laws of the other jurisdiction that govern the other business entity; (b) A plan of merger is approved by each business entity that is a party to the merger; (c) Articles of merger are filed in this state; and (d) Th…
ORS 62.619 Action on plan of merger. (1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows
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(a) In the case of a cooperative, the board shall by resolution approve the plan and direct that the plan be submitted to a vote at an annual or a special meeting of members. Written notice shall be given to each member in the manner provided in this chapter for meetings of membe…
ORS 62.620 [1957 c.716 §45; 1995 c.195 §41; 1999 c.362 §27; renumbered 62.623 in 1999]
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[Repealed or reserved.]
ORS 62.621 Articles and plan of merger. (1) After each business entity that is a party to a merger approves a plan of merger, the surviving business entity shall deliver to the office of the Secretary of State, for filing
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(a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; (b) A plan of merger or, in lieu of a plan of merger, a written declaration that: (A) Identifies an add…
ORS 62.623 Effect of merger. (1) When a merger involving a cooperative takes effect
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(a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases; (b) Title to all real estate and other property owned by each of the business entities that were parties to the merger …
ORS 62.625 [1957 c.716 §46; 1987 c.94 §88; 1995 c.195 §42; repealed by 1999 c.362 §67]
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[Repealed or reserved.]
ORS 62.635 [1957 c.716 §47; 1983 c.95 §1; 1987 c.94 §89; repealed by 1999 c.362 §67]
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DISSOLUTION
ORS 62.655 Voluntary dissolution by act of cooperative. A cooperative may be dissolved by the act of the cooperative, when authorized in the following manner
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(1) The board shall adopt a resolution directing that the question of dissolution be submitted to a vote at a meeting of members, which may be either an annual or a special meeting. (2) Written or printed notice shall be given to each member in the manner provided in ORS 62.255 f…
ORS 62.660 [1957 c.716 §50; repealed by 1965 c.631 §27]
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[Repealed or reserved.]
ORS 62.665 Procedure for dissolution. After the adoption of a resolution to dissolve by the members and, if appropriate, the shareholders
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(1) The cooperative shall proceed to collect its assets, convey and dispose of such of its properties as are not to be distributed in kind to its members or shareholders, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its bu…
ORS 62.670 Revocation of voluntary dissolution. A cooperative, at any time prior to the time the Secretary of State has filed the articles of dissolution, may revoke voluntary dissolution proceedings theretofore taken, by adoption of a resolution of revocation in the same manner and by the same required vote of members and shareholders as are required by this chapter for adoption of a resolution to dissolve. [1957 c.716 §52; 1965 c.631 §22; 1985 c.728 §71]
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[Repealed or reserved.]
ORS 62.675 Effect of revocation of voluntary dissolution proceedings. Upon the revocation of voluntary dissolution proceedings the cooperative may again carry on its business. [1957 c.716 §53; 1965 c.631 §23]
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[Repealed or reserved.]
ORS 62.680 Articles of dissolution. (1) If voluntary dissolution proceedings have not been revoked, articles of dissolution may be filed when all debts, liabilities and obligations of the cooperative have been paid and discharged or adequate provision has been made therefor, or all of the assets of the cooperative have been distributed to its creditors for application to the outstanding debts, obligations and liabilities of the cooperative to the fullest extent possible, and all of the remaining property and assets of the cooperative, if any, have been distributed to the persons entitled thereto. Articles of dissolution shall set forth
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(a) The name of the cooperative. (b) The date dissolution was authorized. (c) The number of member votes for and against the resolution. (d) If shareholders were authorized to vote on the resolution, the total number of authorized shareholder votes, the numbers of such votes cast…
ORS 62.685 Effect of filing articles of dissolution. When the Secretary of State has filed the articles of dissolution, the existence of the cooperative ceases, except for the purpose of suits, other proceedings and appropriate corporate action, including adopting a plan of merger, by members, shareholders, directors and officers as provided in this chapter. [1957 c.716 §55; 1981 c.633 §66; 1985 c.728 §73; 1987 c.94 §91; 2011 c.147 §8]
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[Repealed or reserved.]
ORS 62.690 Administrative dissolution. The provisions of ORS 60.647 to 60.657, relating to dissolution by the Secretary of State, apply to cooperatives. [1957 c.716 §56; 1987 c.94 §92]
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[Repealed or reserved.]
ORS 62.695 Jurisdiction of court to dissolve cooperative and liquidate assets and business of cooperative. (1) In addition to any other instances in which the law provides such power, a circuit court has full power to dissolve a cooperative and liquidate the assets and business thereof
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(a) In an action by a member or shareholder when it is established that: (A) The members are deadlocked in voting power, and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would …
ORS 62.700 [1957 c.716 §58; 1987 c.94 §94; repealed by 1995 c.195 §46]
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[Repealed or reserved.]
ORS 62.702 Procedure for dissolution of cooperative by court. (1) A court in a judicial proceeding brought to dissolve a cooperative may appoint one or more receivers to wind up and liquidate the business and affairs of the cooperative or one or more custodians to manage the business and affairs of the cooperative. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the cooperative and all its property wherever located
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(2) The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (3) The…
ORS 62.704 Judgment of dissolution issued by court. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 62.695 exist, it may enter a judgment dissolving the cooperative and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the office for filing. The Secretary of State shall file the certified copy of the judgment
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(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the cooperative’s business and affairs in accordance with ORS 62.708 and the notification of claimants in accordance with ORS 62.712 and 62.714. [1995 c.195 §27; 2003 c.576 §3…
ORS 62.705 [1957 c.716 §59; repealed by 1974 c.2 §5]
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[Repealed or reserved.]
ORS 62.708 Effect of dissolution. (1) A dissolved cooperative continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including
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(a) Collecting its assets; (b) Disposing of its properties that will not be distributed in kind to its members or shareholders; (c) Discharging or making provision for discharging its liabilities; (d) Distributing its remaining property among its members or shareholders according…
ORS 62.710 [1957 c.716 §60; 1987 c.94 §95; 1991 c.883 §17; repealed by 1995 c.195 §46]
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[Repealed or reserved.]
ORS 62.712 Disposition of known claims against dissolved cooperative. (1) A dissolved cooperative may dispose of the known claims against it by following the procedure described in this section
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(2) The dissolved cooperative shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sent; (c) Stat…
ORS 62.714 Notice of dissolution; presentation of claims against cooperative. (1) A dissolved cooperative may also publish notice of its dissolution and request that persons with claims against the cooperative present them in accordance with the notice
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(2) The notice must: (a) Be published one time in a newspaper of general circulation in the county where the dissolved cooperative’s principal office is located, or if the principal office is not in this state, where its registered office is or was last located; (b) Describe the …
ORS 62.720 Presumption of abandonment; procedure for agriculture cooperatives and others. (1) All intangible property distributable in the course of a voluntary or involuntary dissolution of a cooperative that is unclaimed by the owner within two years after the date for final distribution is presumed abandoned. Such property is subject to the provisions of ORS 98.302 to 98.436 and 98.992, except that with respect to agricultural cooperatives, a copy of the report of unclaimed property filed with the State Treasurer under ORS 98.352 shall also be filed with Oregon State University
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(2) All unclaimed property specified in the report required by ORS 98.352 shall be paid or delivered to the State Treasurer. Any person that pays or delivers unclaimed property to the State Treasurer under this section is relieved of all liability to the extent of the value of th…
ORS 62.755 Admission of foreign cooperatives. A foreign cooperative which has a member or members residing in this state, and which distributes its proceeds and savings according to either this chapter or the law of the state where incorporated, is entitled to all rights, exemptions and privileges of a cooperative organized under this chapter, if it is authorized to do business in this state under ORS chapter 60. A foreign cooperative may be authorized under ORS chapter 60 to transact business in this state whether or not formed for profit and whether or not formed with stock. [1957 c.716 §61; 1987 c.94 §96]
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[Repealed or reserved.]
ORS 62.760 Registration of name of foreign cooperative. Any foreign cooperative may register its corporate name under ORS 60.101. [1957 c.716 §70; 1987 c.94 §97]
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EMPLOYEE COOPERATIVES
ORS 62.765 Definitions for ORS 62.765 to 62.792. As used in ORS 62.765 to 62.792, unless the context requires otherwise
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(1) “Employee cooperative” means a corporation which has elected to be governed by the provisions of ORS 62.765 to 62.792. (2) “Member” means a natural person who has been accepted for membership in, and owns a membership share issued by an employee cooperative. [1987 c.677 §12]
ORS 62.768 Election to be governed as employee cooperative; corporate name. (1) Any corporation organized under this chapter may elect to be governed as an employee cooperative under the provisions of ORS 62.765 to 62.792, by so stating in its articles of incorporation or amendments thereto filed in accordance with this chapter
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(2) A corporation so electing shall be governed by all provisions of this chapter, except as otherwise provided in ORS 62.765 to 62.792. (3) An employee cooperative may include the word “cooperative” or “co-op” in its corporate name. [1987 c.677 §§13,15]
ORS 62.771 Revocation of election to be governed as employee cooperative. An employee cooperative may revoke its election under ORS 62.765 to 62.792 by a vote of two-thirds of the members and through amendment to its articles of incorporation filed in accordance with this chapter. [1987 c.677 §14]
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[Repealed or reserved.]
ORS 62.774 Qualifications of members; membership shares; rights of members. (1) The articles of incorporation or the bylaws shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis
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(2) An employee cooperative shall issue a class of voting shares designated as membership shares. Each member shall own only one such membership share and only members may own such shares. (3) Membership shares shall be issued for a fee as shall be determined from time to time by…
ORS 62.777 Membership powers. (1) No capital shares other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in ORS 62.765 to 62.792 or in the articles of incorporation
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(2) The power to amend or repeal bylaws of an employee cooperative shall be in the members only, except to the extent that directors are authorized to amend or repeal the bylaws. (3) Voting on amendments to the articles of incorporation of an employee cooperative shall be limited…
ORS 62.780 Apportionment of net earnings or losses. (1)(a) The net earnings or losses of an employee cooperative shall be apportioned and distributed at such times and in such manner as the articles of incorporation or bylaws shall specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member’s patronage during the period involved bears to total patronage by all members during that period
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(b) As used in this subsection, “patronage” means the amount of work performed as a member of an employee cooperative, measured in accordance with the articles of incorporation and bylaws. (2) The apportionment, distribution and payment of net earnings required by subsection (1) …
ORS 62.783 Internal capital accounts; redemption of shares; collective reserve account. (1)(a) Any employee cooperative may establish through its articles of incorporation or bylaws a system of internal capital accounts, to reflect the book value and to determine the redemption price of membership shares, capital shares and written notices of allocation
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(b) As used in this subsection, “written notice of allocation” means a written instrument which discloses to a member the stated dollar amount of such member’s patronage allocation and the terms for payment of that amount by the employee cooperative. (2) The articles of incorpora…
ORS 62.786 Internal capital account cooperative. (1) An internal capital account cooperative is an employee cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital shares. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by shareholders
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(2) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member’s internal capital account, and shall also record the apportionment of retained net earnings or net losses to the members in accordance wit…
ORS 62.789 Procedure for revocation of election; limits on merger. (1) When any employee cooperative revokes its election in accordance with ORS 62.771, the amendment to the articles of incorporation shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with this chapter
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(2) An employee cooperative which has not revoked its election under ORS 62.765 to 62.792 may not merge with another corporation other than an employee cooperative. Two or more employee cooperatives may merge in accordance with this chapter. [1987 c.677 §21; 1995 c.195 §43]
ORS 62.792 Short title. ORS 62.765 to 62.792 shall be known and may be cited as the “Employee Cooperative Corporations Act.” [1987 c.677 §11]
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MANUFACTURED DWELLING PARK COOPERATIVES
ORS 62.800 Short title; purpose; resolution of conflicts. (1) ORS 62.800 to 62.815 may be cited as the Manufactured Dwelling Park Nonprofit Cooperative Corporation Act
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(2) The purpose of ORS 62.800 to 62.815 is to recognize the cooperative form of ownership by a nonprofit entity of an interest in real property consisting of a manufactured dwelling park. (3) In the event of any conflict between ORS 62.800 to 62.815 and other provisions of this c…
ORS 62.803 Definitions for ORS 62.800 to 62.815. As used in ORS 62.800 to 62.815, unless the context requires otherwise
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(1) “Lienholder” means the holder of a manufactured dwelling lien: (a) That is recorded in the deed records of the county in which the manufactured dwelling is located; (b) That is perfected with the Department of Consumer and Business Services pursuant to ORS 446.611; or (c) Of …
ORS 62.805 [1957 c.716 §62; 1963 c.492 §47; 1981 c.633 §67; 1985 c.351 §15; 1985 c.728 §74; repealed by 1987 c.94 §174]
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[Repealed or reserved.]
ORS 62.806 Election as nonprofit cooperative. (1) A cooperative organized under this chapter may elect to become a manufactured dwelling park nonprofit cooperative by stating that election in the articles of incorporation
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(2) A cooperative may not revoke an election made under subsection (1) of this section. A manufactured dwelling park nonprofit cooperative may dissolve as provided in this chapter. [2007 c.607 §4]
ORS 62.809 Requirements for membership in cooperative; acceptance and entitlements of member; membership after sale of dwelling. (1) A person may become a member of a manufactured dwelling park nonprofit cooperative if the person
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(a) Is a natural person; (b) Owns a manufactured dwelling that is, or is to be, located in a manufactured dwelling park of the cooperative and occupied by the person; (c) Pays the membership fee required by the cooperative; and (d) Meets any additional membership qualifications e…