Chapter 711 — Chapter 711

ORS 711.005 [Amended by 1973 c.797 §218; repealed by 1997 c.631 §567]

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ORS 711.010 [Amended by 1973 c.797 §219; repealed by 1997 c.631 §567]

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ORS 711.015 [Amended by 1973 c.797 §220; repealed by 1997 c.631 §567]

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ORS 711.017 [1993 c.229 §9; 1995 c.6 §3; repealed by 1997 c.631 §567]

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ORS 711.020 [Amended by 1973 c.797 §221; 1977 c.135 §24; 1981 c.192 §15; repealed by 1997 c.631 §567]

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ORS 711.022 [1973 c.797 §222; 1975 c.544 §29a; 1981 c.192 §16; repealed by 1997 c.631 §567]

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ORS 711.025 [Amended by 1973 c.797 §223; 1981 c.192 §17; 1987 c.197 §6; 1989 c.324 §53; repealed by 1997 c.631 §567]

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ORS 711.030 [Amended by 1973 c.797 §224; 1983 c.37 §21; repealed by 1997 c.631 §567]

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ORS 711.032 [1973 c.797 §225; repealed by 1997 c.631 §567]

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ORS 711.035 [Amended by 1973 c.797 §226; repealed by 1997 c.631 §567]

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ORS 711.040 [Amended by 1973 c.797 §227; 1981 c.192 §18; 1997 c.631 §235; renumbered 711.190 in 1997]

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ORS 711.042 [1973 c.797 §228; 1983 c.296 §6; repealed by 1997 c.631 §567]

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ORS 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]

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ORS 711.047 [1981 c.192 §21; 1983 c.296 §8; repealed by 1997 c.631 §567]

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ORS 711.050 [Amended by 1973 c.797 §230; repealed by 1997 c.631 §567]

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ORS 711.055 [Amended by 1973 c.797 §231; 1997 c.631 §237; renumbered 711.197 in 1997]

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ORS 711.060 [Amended by 1973 c.797 §232; 1997 c.631 §238; renumbered 711.199 in 1997]

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 711.095 Approval of plan of conversion; fee. (1) A plan of conversion for an Oregon bank or Oregon trust company shall be approved as follows

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ORS 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

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ORS 711.104 Rights of member of Oregon bank or Oregon trust company to dissent to conversion from limited liability company to corporation; demand required; notice and offer to pay for shares; cost of appraisal of shares. (1) A member of an Oregon bank or Oregon trust company that is organized as a limited liability company may dissent to a plan of conversion under which the Oregon bank or Oregon trust company is to be converted from a limited liability company to a corporation

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ORS 711.105 [Repealed by 1973 c.797 §428]

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ORS 711.110 [Amended by 1973 c.797 §233; repealed by 1997 c.631 §567]

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ORS 711.112 [1973 c.797 §234; repealed by 1997 c.631 §567]

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ORS 711.115 [Amended by 1973 c.797 §235; repealed by 1997 c.631 §567]

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ORS 711.120 [Repealed by 1973 c.797 §428]

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 711.145 Effective date of merger or share exchange involving Oregon stock bank. (1) In a merger involving an Oregon stock bank

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ORS 711.150 Merger of Oregon nonstock bank with insured nonstock institution. Subject to the provisions and requirements of ORS 711.155 to 711.165 and 713.270, an Oregon nonstock bank may merge with any insured nonstock institution if the merger is permitted by the laws of the supervisory authority having jurisdiction over the resulting insured nonstock institution. [1997 c.631 §275]

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ORS 711.155 Approval of merger involving Oregon nonstock bank; contents of plan; fee. (1) For each Oregon nonstock bank that is a party to a merger, the plan of merger shall be approved by a majority of the entire board of directors of each such Oregon nonstock bank. If an insured nonstock institution, other than an Oregon nonstock bank, is a party to a merger with an Oregon nonstock bank, the plan of merger shall be approved by such insured nonstock institution’s board of directors to the extent required under the laws applicable to such insured nonstock institution

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ORS 711.160 Action by director on plan of merger involving Oregon nonstock bank; appeal. (1) Within 90 days after receiving the materials and fee specified in ORS 711.155, unless the time is extended by the Director of the Department of Consumer and Business Services in concurrence with the applicants, the director shall approve or disapprove the plan of merger. The director shall approve the plan of merger if the director finds that

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ORS 711.165 Effective date of merger involving Oregon nonstock bank. (1) If the resulting insured nonstock institution is an Oregon nonstock bank, the merger shall, unless a later date is specified in the plan of merger, become effective upon the filing with the Director of the Department of Consumer and Business Services the approved plan of merger and evidence satisfactory to the director that all federal regulatory requirements, if any, have been satisfied. The charters of each Oregon nonstock bank that is a party to the merger, other than the resulting insured nonstock institution, shall terminate when the merger becomes effective

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ORS 711.170 Sale of assets and transfer of liabilities by Oregon bank; approval of director and board of directors; fee; appeal. (1) Subject to the provisions set forth in this section and ORS 713.270, an Oregon bank may sell all or any portion of its assets or transfer all or any portion of its liabilities, other than deposit liabilities, to any person and may transfer all or any portion of its deposit liabilities to any insured institution

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ORS 711.175 Stockholder’s right to dissent to merger, share exchange, transfer of assets or liabilities or conversion. (1) A stockholder of an Oregon stock bank or Oregon trust company may dissent from the following

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ORS 711.180 Rights of stockholder dissenting to merger, share exchange, transfer of assets or liabilities or conversion; demand required; notice and offer to pay for shares; costs of appraisal of shares; when rights not applicable. (1) Any stockholder of an Oregon stock bank or Oregon trust company who dissented to a transaction listed under ORS 711.175 (1) and who desires to receive the value in cash of those shares, shall make written demand upon the Oregon stock bank, Oregon trust company or its successor and accompany the demand with the surrender of the share certificates, properly indorsed within 30 days after the stockholders’ meeting at which a vote to approve the transaction involving an Oregon stock bank or Oregon trust company was taken. Any stockholder failing to make written demand within the 30-day period shall be bound by the terms of the proposed plan of merger, plan of share exchange, plan of conversion or acquisition transaction agreement

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ORS 711.185 Stockholder withdrawal of demand for payment for shares made under ORS 711.180. (1) A dissenting stockholder making a demand under ORS 711.180 may withdraw the demand if

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ORS 711.190 Effect of merger or conversion of Oregon bank; rights, powers, duties and liabilities of resulting financial institution. (1) When a merger or conversion of an Oregon bank becomes effective

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ORS 711.195 Merger, conversion or acquisition of Oregon bank involving trust company. If a merger, conversion or acquisition of an Oregon bank involves a trust company, the Director of the Department of Consumer and Business Services shall not approve the merger, conversion, or acquisition until satisfied that adequate provision has been made for successor fiduciaries. [1997 c.631 §282]

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ORS 711.197 Conditions for resulting Oregon bank to conform with state law. If, pursuant to a merger or conversion of a financial institution, the resulting or converting financial institution is an Oregon bank and has assets or liabilities in this state that do not conform to the requirements of applicable law or carries on business activities that are not permitted for the resulting or converting financial institution, the Director of the Department of Consumer and Business Services may

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ORS 711.199 Valuation of assets on books of resulting Oregon bank. Without approval by the Director of the Department of Consumer and Business Services, an asset shall not be carried on the books of a resulting or converting financial institution that is an Oregon bank at a valuation higher than that on the books of the resulting or converting financial institution at the time of its last examination prior to the effective date of the merger or conversion. [Formerly 711.060]

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ORS 711.205 [Amended by 1973 c.797 §236; 1993 c.229 §10; repealed by 1997 c.631 §567]

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ORS 711.207 [1973 c.797 §237; repealed by 1997 c.631 §567]

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