Title 53, Financial Institutions

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…

(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 sh…

(1) A plan of conversion for an Oregon bank or Oregon trust company shall be approved as follows: (a) In the case of the conversion of an Oregon bank or Oregon trust company that was organized as a corporation under ORS chapter 707 or 709 to a limited liability company, the conve…

(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 busines…

(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. (2) To perfect a m…

(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) S…

(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 ins…

(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…

(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…

(1) In a merger involving an Oregon stock bank: (a) If the resulting insured stock institution is an Oregon stock 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 B…

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 in…

(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 wit…

(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 …

(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 merg…

(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 li…

(1) A stockholder of an Oregon stock bank or Oregon trust company may dissent from the following: (a) A plan of merger pursuant to which the Oregon stock bank or Oregon trust company is not the resulting insured institution; (b) A plan of merger pursuant to which the Oregon stock…

(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 successo…

(1) A dissenting stockholder making a demand under ORS 711.180 may withdraw the demand if: (a) The Oregon stock bank, Oregon trust company or its successor consents to the withdrawal; or (b) The dissenting stockholder pays the stockholder’s pro rata share of the appraisal costs a…

(1) When a merger or conversion of an Oregon bank becomes effective: (a) The separate existence of each Oregon bank participating in the plan of merger or conversion, except the existence of the resulting financial institution, ends; and (b) The resulting financial institution is…

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 fiducia…

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 …

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 f…

An institution may go into voluntary liquidation by vote of its stockholders owning at least two-thirds of its capital stock. The institution shall first obtain the written consent of the Director of the Department of Consumer and Business Services. Before consenting to the liqui…

In a transaction where a purchasing insured institution assumes or agrees to pay all the liabilities of a liquidating institution, ORS 711.220 to 711.235 do not apply. [1973 c.797 §239; 1997 c.631 §239]

(1) If a vote is taken authorizing the voluntary liquidation of an institution, the board of directors shall cause to be published in a newspaper of general circulation in the city, town or county in which the principal office of the institution is located, at least once a week f…

Six months after the mailing of the written notice described in ORS 711.220 (3), the Oregon stock bank shall deliver a report and all deposits that remain unclaimed to the State Treasurer as unclaimed property under ORS 98.352 and deliver a copy of the report filed with the State…

(1) Claims of all persons, other than depositors, against the institution shall be presented in writing to the institution within one year after the date of first publication provided for in ORS 711.220, unless barred by an earlier period of limitation. Claims arising out of the …

(1) After the expiration of the time provided in ORS 711.230 for the filing of claims or if the board of directors has extended the time of liquidation then after the time set by them and after payment of unclaimed deposits to the State Treasurer, the board of directors shall mak…

The Director of the Department of Consumer and Business Services shall supervise and control an institution in voluntary liquidation until the final report is filed to the same extent the director supervises and controls any other institution. [Amended by 1973 c.797 §244]

(1) An institution may not engage in banking business or transact trust business if the institution: (a) Goes into voluntary liquidation; (b) Is closed because of insolvency; (c) Sells all or substantially all of its assets to another institution that takes over and assumes all o…

The circuit court of the county in which the principal office of an institution is located: (1) Shall, as directed in ORS 711.400 to 711.615, supervise the liquidation of an institution; and (2) Is referred to in ORS 711.400 to 711.615 as the supervising court. [1973 c.797 §250]…

An institution is insolvent if any of the following occurs: (1) The fair market value of the institution’s assets is insufficient to pay the institution’s liabilities, excluding any liability on account of capital debentures. (2) An Oregon stock bank fails to make good the Oregon…

Except for transfers of public funds or collateral that a qualified depository, as defined in ORS 295.001, or the State Treasurer must make under ORS 295.001 to 295.108, transfers of assets made after the commission of an act of insolvency or in contemplation of insolvency to pre…

A director, officer or employee of an Oregon stock bank shall not receive or permit to be received any deposit in excess of the insurance that the Oregon stock bank holds for its deposits under ORS 708A.405, if the director, officer or employee knows that the Oregon stock bank is…

After an Oregon stock bank commits an act of insolvency or the insurance required for its deposits under ORS 708A.405 is canceled by the insurer, the Director of the Department of Consumer and Business Services may take possession of the property and affairs of the Oregon stock b…

(1) An institution may place its property and affairs under the control of the Director of the Department of Consumer and Business Services to be liquidated by notifying the director of its proposed action and by posting a notice on its doors as follows: “This Bank (or Trust Comp…

(1) If the Director of the Department of Consumer and Business Services determines upon taking charge of an institution that it is only temporarily short of available funds and that its assets are sufficient to pay its liabilities, leaving its stockholders’ equity unimpaired, or …

(1) Notice shall be given to the Director of the Department of Consumer and Business Services before a receiver is appointed by any court or a deed of assignment for the benefit of creditors is filed in any court for an institution unless it is necessary so to do in order to pres…

(1) Upon taking possession of the property and business of an institution, the Director of the Department of Consumer and Business Services shall give written notice of the fact to all persons holding or in possession of any assets of the institution. (2) A person knowing that th…

An institution may not apply to the supervising court for an order requiring the Director of the Department of Consumer and Business Services to show cause why the director should not be enjoined from continuing possession pursuant to ORS 711.419. [Amended by 1973 c.797 §258; 197…

(1) Upon taking possession of the business and property of an insolvent Oregon stock bank, the deposits of which are to any extent insured by the Federal Deposit Insurance Corporation, if the Federal Deposit Insurance Corporation will accept the duty of liquidating the Oregon sto…

If any Oregon stock bank in which the deposits are to any extent insured by the Federal Deposit Insurance Corporation is closed for the purpose of liquidation without adequate provision being made for the payment of its depositors and if the Federal Deposit Insurance Corporation …

Upon taking possession of the property of an institution to liquidate its affairs, the Director of the Department of Consumer and Business Services shall: (1) Inventory the assets of the institution. The inventory shall be prepared in duplicate with one copy filed in the office o…

(1) Upon order of the supervising court, the Director of the Department of Consumer and Business Services may: (a) Sell or compromise any bad or doubtful debts, including the individual liability of any stockholder of the institution. (b) Sell all or any of the real estate and pe…

The Director of the Department of Consumer and Business Services may, after the director has obtained the consent of the supervising court, borrow funds from any source available to be used for distribution among depositors or other creditors of the institution in the process of …

If the assets of an insolvent institution are sold to a new institution and the new institution assumes any or all of the deposit liabilities of the insolvent institution with the approval of the Director of the Department of Consumer and Business Services and the supervising cou…