(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, each director, at all times during the […]
(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 in the best interests of the cooperative. […]
(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 conflict of interest transaction is not voidable by […]
(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 bylaws. Attendance of a […]
(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 any member who is a […]
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 communications equipment by means of which all persons participating in […]
(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, except in respect to: (a) Apportionment […]
(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 and treasurer may be combined in […]
(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 during the term as director any position in the cooperative on regular […]
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 vote under this chapter, may […]
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, whether before or after the time […]
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 complained took place, or that the […]
(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 by it, all or any specified part of products […]
(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 with more than one member residing or […]
(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 complaint showing the breach or threatened breach, and […]
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 any false report about the finances or management of […]
(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 cooperative by its members shall be apportioned and distributed […]
(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 forfeited by the board. Any amount forfeited may revert to the […]
(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 owner; (b) If there is no […]
