ORS Chapter 711

Chapter 711 — Merger;Conversion; Share Exchange; Acquisition; Liquidation; Insolvency

2009 EDITION

MERGER;CONVERSION; EXCHANGE; ACQUISITION

FINANCIALINSTITUTIONS

MERGER;CONVERSION; SHARE EXCHANGE; ACQUISITION

(Conversion)

711.065 Conversionof Oregon stock bank into insured stock institution

711.070 Conversionof financial institution into Oregon stock bank; application

711.075 Conversionof Oregon nonstock bank into financial institution

711.080 Conversionof financial institution into Oregon nonstock bank; application

711.085 Approvalof conversion of Oregon bank by board or shareholders

711.090 Conversionof Oregon bank or Oregon trust company to corporation or limited liabilitycompany

711.095 Approvalof plan of conversion; fee

711.100 Articlesof conversion; effective date of conversion

711.104 Rightsof member of Oregon bank or Oregon trust company to dissent to conversion fromlimited liability company to corporation; demand required; notice and offer topay for shares; cost of appraisal of shares

(Merger,Share Exchange and Acquisition)

711.125 Mergerof Oregon stock bank with insured stock institution; company acquiring sharesof Oregon stock bank through share exchange

711.130 Approvalof plan of merger or share exchange involving Oregon stock bank; contents ofplan; fee

711.135 Actionby director on plan of merger or share exchange involving Oregon stock bank;appeal

711.140 Approvalof merger or share exchange involving Oregon stock bank by stockholders

711.145 Effectivedate of merger or share exchange involving Oregon stock bank

711.150 Mergerof Oregon nonstock bank with insured nonstock institution

711.155 Approvalof merger involving Oregon nonstock bank; contents of plan; fee

711.160 Actionby director on plan of merger involving Oregon nonstock bank; appeal

711.165 Effectivedate of merger involving Oregon nonstock bank

711.170 Saleof assets and transfer of liabilities by Oregon bank; approval of director andboard of directors; fee; appeal

711.175 Stockholder’sright to dissent to merger, share exchange, transfer of assets or liabilitiesor conversion

711.180 Rightsof stockholder dissenting to merger, share exchange, transfer of assets orliabilities or conversion; demand required; notice and offer to pay for shares;costs of appraisal of shares; when rights not applicable

711.185 Stockholderwithdrawal of demand for payment for shares made under ORS 711.180

(GeneralProvisions)

711.190 Effectof merger or conversion of Oregon bank; rights, powers, duties and liabilitiesof resulting financial institution

711.195 Merger,conversion or acquisition of Oregon bank involving trust company

711.197 Conditionsfor resulting Oregon bank to conform with state law

711.199 Valuationof assets on books of resulting Oregon bank

VOLUNTARYLIQUIDATION; DISSOLUTION

711.215 Voluntaryliquidation on approval of stockholders and director; costs of specialexamination

711.217 Transactionsexempt from ORS 711.220 to 711.235

711.220 Noticeof voluntary liquidation; presentation of claims

711.225 Reportand transfer of unclaimed deposits

711.230 Claims;time within which presented; extension of time

711.235 Reportof liquidation to director; disposition of remaining assets

711.240 Supervisionand control by director

711.250 Engagingin banking or trust business prohibited after liquidation, transfer of depositliabilities or ceasing to do business for one year; dissolution

INSOLVENCY;LIQUIDATION BY DIRECTOR

711.400 Supervisionof liquidation by circuit court; called “supervising court”

711.405 Wheninstitution deemed insolvent; rules

711.410 Transferof assets after commission of act of insolvency or in contemplation ofinsolvency; exceptions

711.415 Receivingdeposits in excess of insurance while insolvent

711.419 Takingpossession of Oregon stock bank by director

711.430 Placingbusiness in control of director; notice

711.435 Resumptionof business of institution placed in control of director

711.440 Receiversand assignments for benefit of creditors; notice to and action by director

711.445 Noticeof taking possession of institution; prohibition against liens subsequent toinsolvency

711.450 Prohibitionagainst applying to enjoin director from continuing possession

711.465 Transferof liquidation functions to Federal Deposit Insurance Corporation

711.470 Subrogationrights of Federal Deposit Insurance Corporation

711.475 Inventoryof assets; filing notice of taking possession

711.480 Saleof assets

711.485 Borrowingfunds to pay closed institution expenditures

711.490 Capitalstock requirements of institution purchasing assets and assuming liabilities ofinsolvent institution

711.495 Actionby director to collect balance due on stock or stock assessment

711.500 Liabilityof transferor of stock made in contemplation of insolvency; proceedings torelieve stockholder of liability prohibited

711.505 Liabilityof fiduciary as stockholder; liability of estate and funds

711.510 Depositof money collected under ORS 711.495; security for deposit

711.515 “Depositor”defined; preferences among depositors

711.520 Priorityof claimants against assets of Oregon stock bank that is insolvent or inliquidation

711.525 Intereston deposits after Oregon stock bank closes

711.530 Noticeto creditors to present claims

711.535 Verificationand filing of claims; demand for preference

711.540 Approvalor rejection of claims

711.545 Objectionto approval of claims

711.550 Objectionto rejection of claims

711.554 Procedurefor determination of claims

711.560 Costsand disbursements in claim proceedings

711.565 Claimspresented after time expired

711.567 Supervisingcourt to bar claims to facilitate closing

711.570 Listsof claims

711.572 Liabilityof directors for distributing assets without payment of known debts

711.575 Dividendsto depositors

711.577 Deathof depositor; payment of claim

711.580 Safetydeposit boxes; removal of property

711.582 Dispositionof contents of safety deposit boxes

711.585 Selectionof agents to wind up affairs of institution; bond or letter of credit; dutiesof agent

711.590 Dispositionof unclaimed deposits; interest

711.595 Destructionof liquidation records in possession of director

711.600 Liquidationexpenses

711.605 Petitionsrelating to insolvent institutions; ruling by director; court review

711.615 Courtfiling fees

711.620 Suspendingor restricting payment of liabilities; duration

711.625 Takingpossession of Oregon stock bank by director; powers of director; expenses

711.630 Prorata withdrawals by depositors

711.635 Receivingnew deposits; segregation

711.640 Terminationof suspension or restriction on payment of liabilities

711.645 Noticeof termination of suspension or restriction on payment of liabilities

711.650 Segregationof deposits until termination notice has been given

711.655 Useof suspended deposits to pay indebtedness of depositor

711.660 Assignmentor transfer of capital stock while payment of liabilities suspended orrestricted

711.665 Suspensionor restriction of liability payment not evidence of insolvency

711.670 Compliancewith ORS 711.620 to 711.670 as defense to depositor’s action

PENALTIES