Title 7, Corporations and Partnerships

(1)(a) A business entity may be converted to a cooperative organized under this chapter. (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 …

(1) A plan of conversion shall be approved by the business entity as follows: (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 b…

(1) After the owners approve a conversion, the converting business entity shall: (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 …

(1) When a conversion to or from a cooperative pursuant to ORS 62.607 takes effect: (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 …

(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 m…

(1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows: (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.…

(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: (a) Articles of merger that set forth the name and type of each business entity that intends to m…

(1) When a merger involving a cooperative takes effect: (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 o…

A cooperative may be dissolved by the act of the cooperative, when authorized in the following manner: (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 meet…

After the adoption of a resolution to dissolve by the members and, if appropriate, the shareholders: (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, sat…

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 sha…

Upon the revocation of voluntary dissolution proceedings the cooperative may again carry on its business. [1957 c.716 §53; 1965 c.631 §23]

(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 …

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 a…

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]

(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: (a) In an action by a member or shareholder when it is established that: (A) The members are deadlo…

(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 he…

(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 c…

(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: (a) Collecting its assets; (b) Disposing of its properties that will not be distributed in kind to…

(1) A dissolved cooperative may dispose of the known claims against it by following the procedure described in this section. (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:…

(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. (2) The notice must: (a) Be published one time in a newspaper of general circulation in the county where…

(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…

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 …

Any foreign cooperative may register its corporate name under ORS 60.101. [1957 c.716 §70; 1987 c.94 §97] EMPLOYEE COOPERATIVES

As used in ORS 62.765 to 62.792, unless the context requires otherwise: (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…

(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. (2) A corporation so elec…

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]

(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. (2) An employee cooperative…

(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. (2) The power to amend or repeal bylaws of an employee cooperative shall be in the …

(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 o…

(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. (b) As used…

(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 capit…

(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 con…

ORS 62.765 to 62.792 shall be known and may be cited as the “Employee Cooperative Corporations Act.” [1987 c.677 §11] MANUFACTURED DWELLING PARK COOPERATIVES

(1) ORS 62.800 to 62.815 may be cited as the Manufactured Dwelling Park Nonprofit Cooperative Corporation Act. (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 manufactu…

As used in ORS 62.800 to 62.815, unless the context requires otherwise: (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 Departme…

(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. (2) A cooperative may not revoke an election made under subsection (1) of this section. A manufactured …

(1) A person may become a member of a manufactured dwelling park nonprofit cooperative if the person: (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 th…

A manufactured dwelling park nonprofit cooperative may record notices, restrictive covenants, leases, memoranda and other documents relating to the cooperative in the deed records of the county in which the manufactured dwelling park of the cooperative is located. [2009 c.609 §2]

(1) As used in this section, “debts, liabilities and obligations” includes, but is not limited to, the repurchase of each membership in the cooperative for the amount that was charged by the cooperative as a membership fee. (2) If a manufactured dwelling park nonprofit cooperativ…

(1) If a lienholder provides a manufactured dwelling park nonprofit cooperative with a written request for notification regarding a manufactured dwelling on which the lienholder has a lien, the cooperative shall provide the lienholder with written notice of a termination of occup…

(1) As used in this section, “business entity” has the meaning given that term in ORS 62.605. (2) A manufactured dwelling park nonprofit cooperative may not: (a) Issue stock in the cooperative. (b) Apportion, distribute or pay net proceeds or savings to members. (c) Make payments…

The Secretary of State has the power and authority reasonably necessary to enable the Secretary of State to administer this chapter efficiently and to perform the duties imposed upon the Secretary of State by this chapter. [1957 c.716 §65]

(1)(a) Except as provided in paragraph (b) of this subsection, a person other than a cooperative incorporated under this chapter or under a previous Act of this state or organized under the laws of another jurisdiction may not use the term “cooperative,” or any variation of the t…

The provisions of this chapter apply to the fullest extent permitted by the laws and Constitution of the United States and of the State of Oregon, to all existing cooperative associations incorporated under any previously existing Act of this state relating to incorporation of co…

The Oregon Cooperative Corporation Act may be amended, repealed or modified, but such amendment, repeal or modification shall not affect any vested rights or take away or impair any remedy for any liability which has been previously incurred. [1957 c.716 §74]

The repeal (by section 76, chapter 716, Oregon Laws 1957) of the sections compiled in the 1953 part for ORS chapter 62 does not affect any right accrued or established, or any liability or penalty incurred, under the provisions of those sections prior to their repeal. [1957 c.716…

An agricultural cooperative organized and operating under ORS chapter 62 must send a notice to all members of the cooperative annually. The cooperative shall send a member the notice in February or with the member’s contract. The notice shall state that members may not file an ag…

(1) A person commits the crime of signing a false document for filing if the person: (a) Knows the document is false in any material respect; and (b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this cha…

As used in this chapter: (1) “Anniversary” means the day each year that is exactly one or more years after: (a) The date on which the Secretary of State files the articles of organization for a domestic limited liability company. (b) The date on which the Secretary of State files…