Chapter 707 — Chapter 707

ORS 707.005 Organization required to engage in banking or trust business. It is unlawful for any person to engage in or transact a banking or trust business within this state except by means of an entity duly organized for the purpose. [1973 c.797 §50; 1997 c.631 §29]

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ORS 707.007 Organization of Oregon bank as limited liability company. (1) As an alternative to being organized as a corporation under this chapter, an Oregon bank may be organized as a limited liability company

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ORS 707.010 Certificate required to transact banking business; exemption. A person that has not received from the Director of the Department of Consumer and Business Services a charter or a certificate of authority to conduct banking business may not

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ORS 707.020 Violation of ORS 707.005 or 707.010; investigation; injunction. (1) The Director of the Department of Consumer and Business Services may examine the accounts, books and papers of every person the director has reasonable cause to believe is violating any provision of ORS 707.005 or 707.010

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ORS 707.023 [1993 c.229 §7; repealed by 1997 c.631 §567]

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ORS 707.025 Organization of banking institution for purpose of merging with, acquiring assets of or assuming liabilities of financial institution; procedure; conditions; fee. (1) One or more persons or a corporation may organize a banking institution under this section solely for the purpose of merging with, acquiring the assets of or assuming the liabilities of one or more existing financial institutions under ORS chapter 711 and, except as otherwise provided in this section, without authority to engage in or transact banking or trust business

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ORS 707.029 [1985 c.12 §3; 1987 c.216 §1; 1987 c.371 §2; 1987 c.373 §51a; 1995 c.6 §5; repealed by 1997 c.631 §567]

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ORS 707.030 [Repealed by 1973 c.797 §428]

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ORS 707.035 Conversion of trust company to Oregon bank. A trust company that desires to also conduct a banking business may convert to an Oregon bank in accordance with the provisions of ORS 711.070 and 711.080. [1997 c.631 §39]

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ORS 707.040 [Repealed by 1973 c.797 §428]

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ORS 707.050 Initial paid-in capital requirement. (1) Every institution or Oregon stock savings bank shall have at the time of issuance of its charter, initial paid-in capital of not less than $1,500,000. The Director of the Department of Consumer and Business Services may require a lesser or greater amount of initial paid-in capital for a particular institution or Oregon stock savings bank if the director determines that the lesser or greater amount is sufficient or is necessary for safe and sound operation of the institution or Oregon stock savings bank

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ORS 707.060 [Repealed by 1973 c.797 §428]

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ORS 707.070 Application for authority to organize banking institution; fee; contents. Any number of persons, not less than five, desiring to organize a banking institution shall, as prospective incorporators, first submit an application to the Director of the Department of Consumer and Business Services for a permit to organize a banking institution. The applicants shall pay to the director at the time of their application a fee of $2,500, no part of which shall be refunded. The application shall be signed by one of the applicants and shall include the following information

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ORS 707.075 Banking institution name. (1) The corporate name of a banking institution

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ORS 707.080 Investigation and ruling on application; conditional approval; appeal. (1) When an application to organize has been submitted, the Director of the Department of Consumer and Business Services shall determine whether

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ORS 707.090 Refusal to file articles of incorporation or grant charter after approval of application. If, after approving the application for authority to organize, it appears to the Director of the Department of Consumer and Business Services that the articles of incorporation, the organization or proposed manner of conducting business do not comply with the terms of the application, the requirements of approval or the requirements of law, the director may refuse to file the articles of incorporation or to grant a charter. [Amended by 1973 c.797 §56; 1997 c.631 §41]

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ORS 707.100 Time for submitting articles of incorporation. Within 30 days after authority to organize has been finally granted, the prospective incorporators shall submit to the Director of the Department of Consumer and Business Services articles of incorporation. If articles of incorporation are not received by the director within the specified time, the authority to organize is void. [Amended by 1973 c.797 §57; 1997 c.631 §42]

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ORS 707.110 Execution and submission of articles of incorporation; contents. (1) Any number of individuals, not less than five, may by articles of incorporation establish an institution or Oregon stock savings bank. The individuals shall execute the articles of incorporation in duplicate, and shall submit the articles of incorporation to the Director of the Department of Consumer and Business Services

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ORS 707.120 Issuance of certificate of incorporation when filings conform to law. (1) If the Director of the Department of Consumer and Business Services finds that the articles of incorporation conform to law, the director shall within 60 days after receiving the articles of incorporation and when all fees have been paid

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ORS 707.130 [Amended by 1973 c.797 §60; 1987 c.197 §1b; 1989 c.324 §4; repealed by 1997 c.631 §567]

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ORS 707.140 Submission of organization information; issuance of charter. (1) When subscriptions totaling not less than the amount of the initial paid-in capital have been received, the incorporators shall submit for filing with the Director of the Department of Consumer and Business Services

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ORS 707.145 Grounds for refusing authority to organize. The Director of the Department of Consumer and Business Services may disapprove an application for a permit to organize or refuse to approve the articles of incorporation or to grant a charter upon a finding that any person named in the application to organize or in other documents submitted for filing

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ORS 707.150 Refusal of authority to organize; appeal. Notwithstanding the provisions of ORS chapter 183, the Director of the Department of Consumer and Business Services may, without prior hearing or opportunity therefor, refuse to grant authority to organize a banking institution. In case authority to organize is refused by the director, the applicants may within 30 days after the refusal appeal the decision to any court of appropriate jurisdiction. [Amended by 1971 c.734 §172; 1973 c.797 §62; 1975 c.544 §8b; 1997 c.631 §49]

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ORS 707.155 Authority to require additional investigatory information; fingerprinting. (1) In the course of investigating any person named in the application to organize or in other documents submitted for filing, the Director of the Department of Consumer and Business Services may require the person to provide additional information for the director’s further inquiry. For the purpose of such further inquiry, the director may require any of the following persons to submit to fingerprinting

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ORS 707.160 Transaction of business prior to organization; failure to complete organization; liability. (1) A banking institution shall not transact any business, except as is incidental or necessary to its organization, until it has received its charter from the Director of the Department of Consumer and Business Services

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ORS 707.170 Effective date of charter; commencement of business; effect of failure to commence business. (1) A charter shall specify the date on which it becomes effective, which shall not be more than 90 days after the date of issuance of the charter, unless an extension of time is granted by the Director of the Department of Consumer and Business Services

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ORS 707.180 Location of principal place of business; change upon approval. The initial principal place of business of a banking institution shall be specified in its articles of incorporation. The principal place of business may be changed upon application of the banking institution to the Director of the Department of Consumer and Business Services. The director shall determine whether the change in location is advisable or justified and whether the public convenience and advantage will be promoted and shall approve or disapprove the change of location. An appeal from the decision of the director may be taken to any court of appropriate jurisdiction. [Amended by 1973 c.797 §65; 1975 c.544 §8c; 1997 c.631 §53]

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ORS 707.182 Registered agent; registered office. (1) Each institution and each Oregon stock savings bank shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of its places of business

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ORS 707.184 Changes in registered office or agent. (1) An institution or Oregon stock savings bank may change the institution’s or Oregon stock savings bank’s registered office or registered agent by delivering to the Director of the Department of Consumer and Business Services for filing a statement of change that sets forth

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ORS 707.186 Resignation of registered agent; discontinuance of registered office. (1) A registered agent may resign as agent upon delivering a signed statement to the Director of the Department of Consumer and Business Services and giving notice in the form of a copy of the statement to the institution or Oregon stock savings bank. The statement may include a statement that the registered office is also discontinued

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ORS 707.188 Service of process on institution or Oregon stock savings bank. (1) The registered agent appointed by an institution or Oregon stock savings bank shall be an agent of the institution or Oregon stock savings bank upon whom any process, notice or demand required or permitted by law to be served upon the institution or Oregon stock savings bank may be served

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ORS 707.190 [Repealed by 1973 c.797 §428]

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ORS 707.195 Offering documents for sale of stock; approval by director. An institution’s or Oregon stock savings bank’s incorporators shall submit to the Director of the Department of Consumer and Business Services proposed offering documents for selling the institution’s or Oregon stock savings bank’s stock for the director’s review. Subscriptions for stock in the institution or Oregon stock savings bank may not be accepted before the date on which the director approves the offering documents. [1997 c.631 §46; 2015 c.244 §20]

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ORS 707.200 Payments by subscribers of full amount of stock subscriptions; escrow. Before a charter for a newly organized institution or Oregon stock savings bank is issued, the subscribers to the stock of the institution or Oregon stock savings bank shall pay in the full amount of the subscribers’ stock subscriptions, which must total an aggregate amount that is not less than the initial paid-in capital that the Director of the Department of Consumer and Business Services approved. The subscribers shall pay the amount by deposit with an escrow agent that is acceptable to the director for release upon the issuance of a charter. The subscribers shall pay in cash or by exchange of real property and improvements on real property. The director must approve the real property and improvements as provided in ORS 707.050, but in the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of the real property and improvements as consideration for the stock being purchased is conclusive. An institution or Oregon stock savings bank may not issue any share of stock until the charter for the institution or Oregon stock savings bank has been issued. [Amended by 1973 c.797 §66; 1983 c.296 §2; 1985 c.786 §26; 1987 c.216 §3; 1997 c.631 §54; 2015 c.244 §21]

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ORS 707.210 Stock issuance after obtaining charter; form of stock certificate; issuance of stock without certificate. (1) Except as provided in subsection (2) of this section, a certificate that represents shares of the stock of an institution or Oregon stock savings bank must

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ORS 707.215 [1973 c.797 §68; 1987 c.197 §3; 1989 c.324 §7; repealed by 1997 c.631 §567]

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ORS 707.220 Stock record; contents; inspection. (1) An institution or Oregon stock savings bank shall keep a stock ledger or register that shall show the name and mailing address of and the number of shares held by each stockholder of record. The institution or Oregon stock savings bank shall also maintain a record of transfers of stock, stating the time when made, the number of shares transferred and to whom transferred

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ORS 707.230 Transfer of stock. The shares of stock of an institution or Oregon stock savings bank shall be transferred on the books of the institution or Oregon stock savings bank in such manner as the bylaws may provide and as required in ORS 707.220. A transfer of stock is not valid while an institution or Oregon stock savings bank is under notice from the Director of the Department of Consumer and Business Services to make good any impairment of its stockholders’ equity, until the impairment has been made good. [Amended by 1973 c.797 §70; 1997 c.631 §57]

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ORS 707.240 [1969 c.635 §1; 1973 c.797 §71; 1995 c.130 §1; repealed by 1997 c.631 §567]

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ORS 707.242 Bylaws. The initial bylaws of an institution shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless reserved to the shareholders by the articles of incorporation or by bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of the institution not inconsistent with law or the articles of incorporation. [1989 c.324 §9; 1997 c.631 §58]

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ORS 707.244 Amendment of articles of incorporation; purposes for amendment. (1) An institution or Oregon stock savings bank may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only such provisions as might be lawfully contained in the original articles of incorporation at the time of making such amendment

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ORS 707.246 Manner of amending articles of incorporation. Amendments to the articles of incorporation shall be made in the following manner

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ORS 707.248 Shareholders authorized to vote on amendment to articles of incorporation. (1) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would

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ORS 707.250 Execution of amendments to articles of incorporation. The articles of amendment shall be executed in duplicate by the institution or Oregon stock savings bank by its president or a vice president and by its cashier, its secretary or an assistant secretary and shall set forth

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ORS 707.252 Filing of amended articles of incorporation. Duplicate originals of the articles of amendment shall be delivered to the Director of the Department of Consumer and Business Services. If the director finds that the articles of amendment conform to law, the director shall, when all fees and charges have been paid as in this chapter prescribed

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ORS 707.254 Effective date of amended articles of incorporation; effect on existing cause of action. (1) Except as provided in subsection (2) of this section, after the Director of the Department of Consumer and Business Services approves and files an amendment to the articles of incorporation, the amendment is effective and the articles of incorporation are amended accordingly

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ORS 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

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ORS 707.258 Terms of class of shares or series within class determined by board of directors. (1) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, within the limits set forth in ORS 707.110, of any class of shares before the issuance of any shares of that class or of one or more series within a class before the issuance of any shares of that series

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ORS 707.260 Fractional shares; scrip. (1) An institution or Oregon stock savings bank may

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ORS 707.262 Share options; limits on issuance. (1) Subject to any provisions set forth in its articles of incorporation and subject to preemptive rights, if any, of existing shareholders, an institution or Oregon stock savings bank may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders thereof to purchase from the institution or Oregon stock savings bank shares of any class or classes. Such rights or options shall be evidenced in such manner as the board of directors shall approve and, subject to the provisions of the articles of incorporation, shall set forth the terms upon which, the time or times within which and the price or prices at which such shares may be purchased from the institution or Oregon stock savings bank on the exercise of any such right or option

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