Section 62.115 – Purposes for which cooperatives may be organized.
Cooperatives may be organized under this chapter for any lawful purpose or purposes, except for the purpose of banking or insurance. [1957 c.716 §3]
Section 62.125 – General powers.
Each cooperative shall have power: (1) To have perpetual succession unless a limited period of duration is stated in its articles. (2) To sue and be sued, complain and defend, in its corporate name. (3) To have a corporate seal which may be altered at pleasure, and to use the seal by causing it, or […]
Section 62.128 – Reserved name.
(1) A person may apply to the Office of Secretary of State to reserve a corporate name. The application must set forth the name and address of the applicant and the name proposed to be reserved. (2) If the Secretary of State finds that the corporate name applied for conforms to ORS 62.131, the Secretary […]
Section 62.131 – Cooperative name.
(1) The name of a cooperative shall be written in the English language and may include Arabic and Roman numerals and incidental punctuation. (2) The name of a cooperative shall be distinguishable upon the records of the Office of Secretary of State from any other corporate name, professional corporate name, nonprofit corporate name, cooperative name, […]
Section 62.135 – Bylaws.
The initial bylaws of a cooperative shall be adopted by its board of directors. Power to alter, amend or repeal the bylaws or adopt new bylaws is vested in the members of the cooperative. Bylaws may contain any provisions for the regulation and management of the affairs of the cooperative not inconsistent with law or […]
Section 62.145 – Membership.
(1) Membership in a cooperative is conditioned on ownership of a share of membership stock or payment of a membership fee as set forth in the articles. If the articles so provide, the bylaws may authorize a procedure by which the membership fee initially stated in the articles pursuant to ORS 62.513 (1)(c) may be […]
Section 62.155 – Registered office and registered agent; service of process on cooperative.
(1) A cooperative shall have and continuously maintain in this state: (a) A registered office that may be, but need not be, the same as the cooperative’s place of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may […]
Section 62.165 – Actions in excess of authority.
No act and no transfer of property to or by a cooperative is invalid because in excess of the cooperative’s power to do such act or make or receive such transfer, except that such lack of power may be asserted in a proceeding by: (1) A member, shareholder or director against the cooperative to enjoin […]
Section 62.175 – Capital stock; membership stock.
(1) Any cooperative, including a cooperative which requires a membership fee rather than the holding of membership stock as a prerequisite of membership, has power to issue the number of shares of capital stock stated in its articles. Such shares may be divided into more than one class with such designations, preferences, limitations and relative […]
Section 62.185 – Certificates of stock; contents.
Each certificate of stock of a cooperative shall bear the manual or facsimile signature of a principal officer and shall include the following information: (1) The name of the cooperative, number and class of the shares represented by the certificate, the par value of each share or a statement that the shares are without par […]
Section 62.195 – Voting by shareholders.
(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 following provisions, relating to voting of shares, […]
Section 62.205 – Subscription agreement for shares or agreement to pay a membership fee; default.
(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 provided by the subscription agreement or the agreement to pay a membership fee; or (b) […]
Section 62.215 – Limitation of liability of members and shareholders.
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 cooperative, and the sum remaining unpaid on such […]
Section 62.225 – Dividends on capital stock.
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 the cooperative’s indebtedness. [1957 c.716 §18; […]
Section 62.235 – Recall, exchange or redemption of stock or other evidence of equity by cooperative.
(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 shall be the par value thereof and accrued and unpaid dividends, if any, except that […]
Section 62.245 – Missing certificates or evidence of interest in cooperative; missing records relating to redemption of interest in cooperative.
(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, or of any indebtedness or other equity interest in a […]
Section 62.251 – Notice to directors, members and shareholders.
(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 may be delivered by hand, by mail or by another delivery method. Oral notice […]
Section 62.255 – Meetings of members.
(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 at such time […]
Section 62.265 – Voting by members.
(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 patronage. Shares of stock do not have voting […]
Section 62.275 – Quorum of members.
(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 December 31, 1953, and prior to January 1, […]