ORS Chapter 62

Chapter 62 — Cooperatives

2009 EDITION

COOPERATIVES

CORPORATIONSAND PARTNERSHIPS

GENERALPROVISIONS

(ShortTitle and Definitions)

62.005 Shorttitle

62.015 Definitions

(FilingDocuments)

62.025 Filingrequirements

62.030 Filing,service, copying and certification fees

62.035 Effectivetime and date of document

62.040 Correctingfiled document

62.045 Forms;rules

62.050 Filingduty of Secretary of State

62.055 Appealfrom Secretary of State’s refusal to file document

62.060 Evidentiaryeffect of copy of filed document

62.065 Certificateof existence

SUBSTANTIVEPROVISIONS

62.115 Purposesfor which cooperatives may be organized

62.125 Generalpowers

62.128 Reservedname

62.131 Cooperativename

62.135 Bylaws

62.145 Membership

62.155 Registeredoffice and registered agent; service of process on cooperative

62.165 Actionsin excess of authority

62.175 Capitalstock; membership stock

62.185 Certificatesof stock; contents

62.195 Votingby shareholders

62.205 Subscriptionagreement for shares or agreement to pay a membership fee; default

62.215 Limitationof liability of members and shareholders

62.225 Dividendson capital stock

62.235 Recall,exchange or redemption of stock or other evidence of equity by cooperative

62.245 Missingcertificates or evidence of interest in cooperative; missing records relatingto redemption of interest in cooperative

62.255 Meetingsof members

62.265 Votingby members

62.275 Quorumof members

62.280 Boardof directors

62.283 Standardof conduct for directors; permissible reliance on opinions and reports ofothers; limitation of liability

62.284 Directorconflict of interest

62.285 Meetingsof board of directors

62.286 Loansto or guarantees for directors

62.287 Directors’meeting by conference telephone or similar communications equipment

62.290 Executivecommittee

62.295 Officers

62.300 Compensationand benefits to directors, officers and employees

62.305 Takingaction without meeting; effective date of action

62.315 Waiverof notice

62.325 Votingrequirements of articles

62.335 Actionbrought in right of cooperative by member or shareholder; attorney fees

62.355 Cooperativecontracts

62.360 Recordingcooperative contracts

62.365 Reliefagainst breach or threatened breach of contract; penalty for interference

62.370 Civilaction for inducing breach of contract with cooperative or spreading falsereports about cooperative

62.415 Apportionmentand distribution of net proceeds or savings or net losses

62.425 Unclaimeddistribution, redemptions or payments

62.430 Paymentsin name of deceased owner of capital credits or retains in cooperative

62.435 Saleor other disposition of entire assets

62.440 Booksand records; attorney fees

62.455 Annualreport; form; effect of error; amendment

INDEMNIFICATIONOF DIRECTORS

62.462 Definitionsfor ORS 62.462 to 62.482

62.464 Authorityto indemnify director; report to members

62.466 Mandatoryindemnification of director

62.468 Advancefor expenses

62.472 Court-orderedindemnification

62.474 Determinationand authorization of indemnification

62.476 Indemnificationof officers, employees and agents

62.478 Insurance

62.482 Applicationof ORS 62.462 to 62.482

FORMATIONOF COOPERATIVES

62.511 Incorporators;articles of incorporation; rules

62.513 Contentsof articles of incorporation; rules

62.515 Organizationmeeting of directors

AMENDMENTOF ARTICLES

62.555 Rightto amend articles of incorporation

62.560 Shareholdervoting on amendments to articles

62.565 Articlesof amendment; effect of amendment

62.570 Restatedarticles

CONVERSIONSAND MERGERS

62.605 Definitionsfor ORS 62.605 to 62.623

62.607 Conversion

62.609 Actionon plan of conversion

62.611 Articlesof conversion

62.613 Effectof conversion; entity existence continues

62.617 Merger;plan of merger

62.619 Actionon plan of merger

62.621 Articlesof merger

62.623 Effectof merger

DISSOLUTION

62.655 Voluntarydissolution by act of cooperative

62.665 Procedurefor dissolution

62.670 Revocationof voluntary dissolution

62.675 Effectof revocation of voluntary dissolution

proceedings

62.680 Articlesof dissolution

62.685 Effectof filing articles of dissolution

62.690 Administrativedissolution

62.695 Jurisdictionof court to dissolve cooperative and liquidate assets and business ofcooperative

62.702 Procedurefor dissolution of cooperative by court

62.704 Judgmentof dissolution issued by court

62.708 Effectof dissolution

62.712 Dispositionof known claims against dissolved cooperative