Title 7, Corporations and Partnerships

(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…

(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: (a) Otherwise provid…

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…

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 …

(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 s…

(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, …

(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. (2)(a) Notice in writing…

(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. (2) An annual meeting of the members shall be held …

(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 …

(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. (2) Any action taken at a member meeting of a cooperative subsequent to…

(1) The corporate powers of a cooperative shall be exercised by or under the authority of the board of directors, and the business and affairs of a cooperative shall be managed under the direction of the board of directors. Except as provided in subsection (2) of this section, ea…

(1) A director shall discharge the duties of a director, including the duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the director reasonably believes to be…

(1) A conflict of interest transaction is a transaction with the cooperative, other than in the ordinary course of business for which the cooperative is organized, whether or not on a patronage basis, in which a director of the cooperative has a direct or indirect interest. A con…

(1) Regular or special meetings of the board may be held either within or without this state. (2) Regular meetings of the board may be held with or without notice as prescribed in the bylaws. Special meetings of the board shall be held upon such notice as is prescribed in the byl…

(1) Except as provided by subsection (3) of this section, a cooperative may not lend money to or guarantee the obligation of a director of the cooperative unless: (a) The particular loan or guarantee is approved by a majority of the votes of all the members excluding the votes of…

Unless otherwise restricted by the articles of incorporation or bylaws of a cooperative, members of the board of directors of a cooperative or any committee designated by the board may hold a meeting of the board or committee by means of conference telephone or similar communicat…

(1) If the bylaws so provide, the board may elect an executive committee to consist of three or more directors, which committee to the extent provided in the bylaws of the cooperative shall have and may exercise all the authority of the board in the management of the cooperative,…

(1) The principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. These officers shall be elected annually by the board at such time and in such manner as the bylaws provide. The offices of secretary…

(1) Unless the bylaws provide otherwise, only the members of the cooperative may establish compensation or other benefits for a director, not available generally to officers and employees, for services as a director. (2) Unless the bylaws provide otherwise, no director shall hold…

Any action required by this chapter to be taken at a meeting of the members or directors of a cooperative, or any other action which may be taken at a meeting of the members, directors or members of the executive committee, and any matter on which shareholders are entitled to vot…

Whenever any notice is required to be given to any member or director of a cooperative under the provisions of this chapter or under the provisions of the articles or bylaws of a cooperative, a waiver thereof in writing signed by the person or persons entitled to the notice, whet…

Whenever the articles require the vote of a greater proportion of the members or shareholders than required by this chapter, the articles shall control. [1957 c.716 §30]

(1) No action may be instituted or maintained in the right of any cooperative by a member or shareholder unless the member or shareholder: (a) Alleges in the complaint that the member or shareholder was a member or shareholder of record when any part of the transaction of which c…

(1) Contracts for any of the following purposes, whether contained in the bylaws or separately written, are valid when made between a cooperative and any member in which such member agrees to: (a) Sell, market or deliver to or through the cooperative or any facilities furnished b…

(1) A cooperative may record any contract authorized by ORS 62.355 in the office of the county clerk of the county in which the member resides or in which products covered by that contract have been or are to be produced. If the cooperative has substantially uniform contracts wit…

(1) In the event of a breach or threatened breach of a cooperative contract authorized by ORS 62.355, the cooperative is entitled to an injunction to prevent the breach or any further breach thereof, and to a judgment of specific performance thereof. Upon filing of a verified com…

In addition to the remedies provided in ORS 62.365 (2), any person who knowingly and maliciously induces or attempts to induce any member of a cooperative to breach a contract of the member with the cooperative authorized by ORS 62.355, or who knowingly and maliciously spreads an…

(1) The net proceeds or savings of a cooperative shall be apportioned, distributed and paid periodically to those persons entitled to receive them, at such times and in such reasonable manner as the bylaws shall provide; except that net proceeds or savings on patronage of the coo…

(1) Any distribution of net margins by a cooperative or any redemption of or payment based upon any indebtedness, capital stock of a cooperative or other equity interest which remains unclaimed four years after the date authorized for payment, redemption or retirement may be forf…

(1) If authorized by the bylaws, a cooperative may pay the following persons up to $10,000 in redemption or refund of capital credits or retains recorded on the books and records of the cooperative in the name of a deceased owner thereof: (a) The surviving spouse of the deceased …

(1) A sale, lease, exchange or other disposition of all, or substantially all, of a cooperative’s property and assets, if made in the cooperative’s usual and regular course of business, may occur under terms and conditions and for consideration that consists in whole or in part o…

(1) A cooperative shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its members, board and executive committee. It shall keep at its principal office records of the names and addresses of all members and shareholders. At an…

(1) A cooperative shall by the cooperative’s anniversary deliver to the office of the Secretary of State for filing an annual report that sets forth: (a) The name of the cooperative. (b) The street address of the cooperative’s registered office and the name of the cooperative’s r…

As used in ORS 62.462 to 62.482: (1) “Cooperative” includes any domestic or foreign predecessor entity of a cooperative in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction. (2) “Director” means an individual who is or …

(1) Except as provided in subsection (4) of this section, a cooperative may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if: (a) The conduct of the individual was in good fa…

Unless limited by its articles of incorporation, a cooperative shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the cooperative against reasonable ex…

(1) A cooperative may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (a) The director furnishes the cooperative a written affirmation of the director’s good faith belief that…

Unless the cooperative’s articles of incorporation provide otherwise, a director of the cooperative who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the…

(1) A cooperative may not indemnify a director under ORS 62.464 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in OR…

Unless a cooperative’s articles of incorporation provide otherwise: (1) An officer of the cooperative is entitled to mandatory indemnification under ORS 62.466, and is entitled to apply for court-ordered indemnification under ORS 62.472, in each case to the same extent as a direc…

A cooperative may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the cooperative or who, while a director, officer, employee or agent of the cooper…

(1) The indemnification and provisions for advancement of expenses provided by ORS 62.462 to 62.482 shall not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the cooperative’s articles of incorporation or bylaws, any…

One or more individuals 18 years of age or older, a domestic or foreign corporation or cooperative, a partnership or an association may act as incorporators of a cooperative by delivering articles of incorporation to the Office of Secretary of State for filing. [1995 c.195 §24]

(1) The articles of incorporation shall set forth: (a) The name of the cooperative, which satisfies the requirements of ORS 62.131. (b) The purposes for which the cooperative is organized. It shall be sufficient to state, either alone or with other purposes, that the purpose of t…

After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers…

(1) A cooperative may amend its articles from time to time in any and as many respects as may be desired, so long as its articles as amended contain only such provisions as might be lawfully contained in original articles at the time of making the amendment, and, if a change in s…

(1) If a proposed amendment to articles would affect a shareholder, such shareholder, whether or not permitted to vote by the articles, is entitled to cast one vote on the amendment regardless of the dollar amount of stock or number of affected classes of stock held by the shareh…

(1) Following adoption of an amendment or amendments to articles as provided in this chapter, articles of amendment shall set forth: (a) The name of the cooperative. (b) The text of each amendment adopted. (c) The date of the adoption of the amendment by the members. (d) The numb…

(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 amendmen…

As used in this section and ORS 62.607 to 62.623: (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…