Oregon Statutes

Chapter 62 - Cooperatives

• 62.005   Short title.
  This chapter shall be known and may be cited as the “Oregon Cooperative Corporation Act.” [1957 c.716 §1]
• 62.010   [Repealed by 1957 c.716 §76]
• 62.015   Definitions.
  As used in this chapter, unless the context requires otherwise: (1) “Anniversary” means that day each year exactly one or more years after: (a) The...
• 62.020   [Repealed by 1957 c.716 §76]
• 62.025   Filing requirements.
  (1) A document must satisfy the requirements of this section or any other section that modifies these requirements, to be entitled to filing by the...
• 62.030   Filing, service, copying and certification fees.
  The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served...
• 62.035   Effective time and date of document.
  (1) Except as provided in subsection (2) of this section and ORS 62.040, a document accepted for filing is effective on the date it is...
• 62.040   Correcting filed document.
  (1) A cooperative may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement...
• 62.045   Forms; rules.
  Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may...
• 62.050   Filing duty of Secretary of State.
  (1) If a document delivered to the Office of Secretary of State for filing satisfies the requirements of ORS 62.025, the Secretary of State shall...
• 62.055   Appeal from Secretary of State’s refusal to file document.
  If the Secretary of State refuses to file a document delivered to the Office of Secretary of State for filing, the cooperative, in addition to...
• 62.060   Evidentiary effect of copy of filed document.
  (1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be...
• 62.065   Certificate of existence.
  (1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a cooperative. (2) A certificate of existence when issued...
• 62.110   [Repealed by 1957 c.716 §76]
• 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]
• 62.120   [Repealed by 1957 c.716 §76]
• 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...
• 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...
• 62.130   [Repealed by 1957 c.716 §76]
• 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...
• 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...
• 62.140   [Repealed by 1957 c.716 §76]
• 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...
• 62.150   [Repealed by 1957 c.716 §76]
• 62.155   Registered office and registered agent; service of process on cooperative.
  (1) Each cooperative shall have and continuously maintain in this state: (a) A registered office which may, but need not be, the same as its...
• 62.160   [Repealed by 1957 c.716 §76]
• 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...
• 62.170   [Repealed by 1957 c.716 §76]
• 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...
• 62.180   [Repealed by 1957 c.716 §76]
• 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)...
• 62.190   [Repealed by 1957 c.716 §76]
• 62.195   Voting by shareholders.
  (1) A shareholder may vote either in person or by proxy executed in writing by the shareholder or by the duly authorized attorney-in-fact of the...
• 62.200   [Repealed by 1957 c.716 §76]
• 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...
• 62.210   [Repealed by 1957 c.716 §76]
• 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...
• 62.220   [Repealed by 1957 c.716 §76]
• 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...
• 62.230   [Repealed by 1957 c.716 §76]
• 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...
• 62.240   [Repealed by 1957 c.716 §76]
• 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...
• 62.250   [Repealed by 1957 c.716 §76]
• 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...
• 62.260   [Repealed by 1957 c.716 §76]
• 62.265   Voting by members.
  (1) At any member meeting each member has one vote except that bylaws may authorize voting according to actual, estimated or potential patronage, or a...
• 62.270   [Repealed by 1957 c.716 §76]
• 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...
• 62.280   Board of directors.
  (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...
• 62.283   Standard of conduct for directors; permissible reliance on opinions and reports of others; limitation of liability.
  (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...
• 62.284   Director conflict of interest.
  (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...
• 62.285   Meetings of board of directors.
  (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...
• 62.286   Loans to or guarantees for directors.
  (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...
• 62.287   Directors’ meeting by conference telephone or similar communications equipment.
  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...
• 62.290   Executive committee.
  (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...
• 62.295   Officers.
  (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....
• 62.300   Compensation and benefits to directors, officers and employees.
  (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...
• 62.305   Taking action without meeting; effective date of action.
  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...
• 62.310   [Repealed by 1957 c.716 §76]
• 62.315   Waiver of notice.
  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...
• 62.320   [Repealed by 1957 c.716 §76]
• 62.325   Voting requirements of articles.
  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...
• 62.330   [Repealed by 1957 c.716 §76]
• 62.335   Action brought in right of cooperative by member or shareholder; attorney fees.
  (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)...
• 62.355   Cooperative contracts.
  (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...
• 62.360   Recording cooperative contracts.
  (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...
• 62.365   Relief against breach or threatened breach of contract; penalty for interference.
  (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...
• 62.370   Civil action for inducing breach of contract with cooperative or spreading false reports about cooperative.
  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...
• 62.410   [Repealed by 1957 c.716 §76]
• 62.415   Apportionment and distribution of net proceeds or savings or net losses.
  (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...
• 62.420   [Repealed by 1957 c.716 §76]
• 62.425   Unclaimed distribution, redemptions or payments.
  (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...
• 62.430   Payments in name of deceased owner of capital credits or retains in cooperative.
  (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...
• 62.435   Sale or other disposition of entire assets.
  (1) The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a cooperative, when made in the usual...
• 62.440   Books and records; attorney fees.
  (1) A cooperative shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its members, board and...
• 62.455   Annual report; form; effect of error; amendment.
  (1) Each cooperative shall by its anniversary deliver to the Office of Secretary of State for filing an annual report that sets forth: (a) The...
• 62.460   [1981 c.542 §6; repealed by 1995 c.195 §46]
• 62.462   Definitions for ORS 62.462 to 62.482.
  As used in ORS 62.462 to 62.482: (1) “Cooperative” includes any domestic or foreign predecessor entity of a cooperative in a merger or other transaction...
• 62.464   Authority to indemnify director; report to members.
  (1) Except as provided in subsection (4) of this section, a cooperative may indemnify an individual made a party to a proceeding because the individual...
• 62.465   [1981 c.542 §7; repealed by 1995 c.195 §46]
• 62.466   Mandatory indemnification of director.
  Unless limited by its articles of incorporation, a cooperative shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense...
• 62.468   Advance for expenses.
  (1) A cooperative may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of...
• 62.470   [1981 c.542 §8; repealed by 1995 c.195 §46]
• 62.472   Court-ordered indemnification.
  Unless the cooperative’s articles of incorporation provide otherwise, a director of the cooperative who is a party to a proceeding may apply for indemnification to...
• 62.474   Determination and authorization of indemnification.
  (1) A cooperative may not indemnify a director under ORS 62.464 unless authorized in the specific case after a determination has been made that indemnification...
• 62.475   [1981 c.542 §9; repealed by 1995 c.195 §46]
• 62.476   Indemnification of officers, employees and agents.
  Unless a cooperative’s articles of incorporation provide otherwise: (1) An officer of the cooperative is entitled to mandatory indemnification under ORS 62.466, and is entitled...
• 62.478   Insurance.
  A cooperative may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was...
• 62.480   [1981 c.542 §10; repealed by 1995 c.195 §46]
• 62.482   Application of ORS 62.462 to 62.482.
  (1) The indemnification and provisions for advancement of expenses provided by ORS 62.462 to 62.482 shall not be deemed exclusive of any other rights to...
• 62.505   [1957 c.716 §5; 1963 c.492 §44; 1975 c.161 §2; 1981 c.633 §62; 1985 c.728 §67; repealed by 1987 c.94 §174]
• 62.510   [1957 c.716 §6; 1963 c.492 §45; 1983 c.717 §26; 1985 c.728 §68; 1987 c.94 §83; repealed by 1995 c.195 §46]
• 62.511   Incorporators; articles of incorporation.
  One or more individuals 18 years of age or older, a domestic or foreign corporation or cooperative, a partnership or an association may act as...
• 62.513   Contents of articles of incorporation; rules.
  (1) The articles of incorporation shall set forth: (a) The name of the cooperative, which satisfies the requirements of ORS 62.131. (b) The purposes for...
• 62.515   Organization meeting of directors.
  After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles shall be held, either within...
• 62.555   Right to amend articles of incorporation.
  (1) A cooperative may amend its articles from time to time in any and as many respects as may be desired, so long as its...
• 62.560   Shareholder voting on amendments to articles.
  (1) If a proposed amendment to articles would affect a shareholder, such shareholder, whether or not permitted to vote by the articles, is entitled to...
• 62.565   Articles of amendment; effect of amendment.
  (1) Following adoption of an amendment or amendments to articles as provided in this chapter, articles of amendment shall set forth: (a) The name of...
• 62.570   Restated articles.
  (1) A cooperative by action taken in the same manner as required for amendment of articles of incorporation may adopt restated articles of incorporation. The...
• 62.605   Definitions for ORS 62.605 to 62.623.
  As used in this section and ORS 62.607 to 62.623: (1) “Business entity” means: (a) Any of the following for-profit entities: (A) A professional corporation...
• 62.607   Conversion.
  (1) A business entity other than a cooperative may be converted to a cooperative organized under this chapter, and a cooperative organized under this chapter...
• 62.609   Action on plan of conversion.
  (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...
• 62.610   [1957 c.716 §43; 1963 c.156 §3; 1995 c.195 §39; repealed by 1999 c.362 §67]
• 62.611   Articles of conversion.
  (1) After conversion is approved by the owners, the converting business entity shall file articles of conversion, which shall state the name and type of...
• 62.613   Effect of conversion; entity existence continues.
  (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;...
• 62.615   [1957 c.716 §44; 1963 c.156 §4; 1981 c.633 §64; 1985 c.728 §70; 1987 c.94 §87; 1995 c.195 §40; 1999 c.362 §26; renumbered 62.621 in 1999]
• 62.617   Merger; plan of merger.
  (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...
• 62.619   Action on plan of merger.
  (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...
• 62.620   [1957 c.716 §45; 1995 c.195 §41; 1999 c.362 §27; renumbered 62.623 in 1999]
• 62.621   Articles of merger.
  (1) After a plan of merger is approved by each business entity that is a party to the merger, the surviving business entity shall deliver...
• 62.623   Effect of merger.
  (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...
• 62.625   [1957 c.716 §46; 1987 c.94 §88; 1995 c.195 §42; repealed by 1999 c.362 §67]
• 62.635   [1957 c.716 §47; 1983 c.95 §1; 1987 c.94 §89; repealed by 1999 c.362 §67]
• 62.655   Voluntary dissolution by act of cooperative.
  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...
• 62.660   [1957 c.716 §50; repealed by 1965 c.631 §27]
• 62.665   Procedure for dissolution.
  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,...
• 62.670   Revocation of voluntary dissolution.
  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...
• 62.675   Effect of revocation of voluntary dissolution proceedings.
  Upon the revocation of voluntary dissolution proceedings the cooperative may again carry on its business. [1957 c.716 §53; 1965 c.631 §23]
• 62.680   Articles of dissolution.
  (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...
• 62.685   Effect of filing articles of dissolution.
  When the Secretary of State has filed the articles of dissolution, the existence of the cooperative shall cease, except for the purpose of suits, other...
• 62.690   Administrative dissolution.
  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]
• 62.695   Jurisdiction of court to dissolve cooperative and liquidate assets and business of cooperative.
  (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...
• 62.700   [1957 c.716 §58; 1987 c.94 §94; repealed by 1995 c.195 §46]
• 62.702   Procedure for dissolution of cooperative by court.
  (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...
• 62.704   Judgment of dissolution issued by court.
  (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...
• 62.705   [1957 c.716 §59; repealed by 1974 c.2 §5]
• 62.708   Effect of dissolution.
  (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...
• 62.710   [1957 c.716 §60; 1987 c.94 §95; 1991 c.883 §17; repealed by 1995 c.195 §46]
• 62.712   Disposition of known claims against dissolved cooperative.
  (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...
• 62.714   Notice of dissolution; presentation of claims against cooperative.
  (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...
• 62.720   Presumption of abandonment; procedure for agriculture cooperatives and others.
  (1) All intangible personal property distributable in the course of a voluntary or involuntary dissolution of a cooperative that is unclaimed by the owner within...
• 62.755   Admission of foreign cooperatives.
  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...
• 62.760   Registration of name of foreign cooperative.
  Any foreign cooperative may register its corporate name under ORS 60.101. [1957 c.716 §70; 1987 c.94 §97] EMPLOYEE COOPERATIVES
• 62.765   Definitions for ORS 62.765 to 62.792.
  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...
• 62.768   Election to be governed as employee cooperative; corporate name.
  (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...
• 62.771   Revocation of election to be governed as employee cooperative.
  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...
• 62.774   Qualifications of members; membership shares; rights of members.
  (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...
• 62.777   Membership powers.
  (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...
• 62.780   Apportionment of net earnings or losses.
  (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...
• 62.783   Internal capital accounts; redemption of shares; collective reserve account.
  (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...
• 62.786   Internal capital account cooperative.
  (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,...
• 62.789   Procedure for revocation of election; limits on merger.
  (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...
• 62.792   Short title.
  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
• 62.800   Short title; purpose; resolution of conflicts.
  (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...
• 62.803   Definitions for ORS 62.800 to 62.815.
  As used in ORS 62.800 to 62.815, unless the context requires otherwise: (1) “Manufactured dwelling” has the meaning given that term in ORS 446.003. (2)...
• 62.805   [1957 c.716 §62; 1963 c.492 §47; 1981 c.633 §67; 1985 c.351 §15; 1985 c.728 §74; repealed by 1987 c.94 §174]
• 62.806   Election as nonprofit cooperative.
  (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...
• 62.809   Requirements for membership in cooperative; acceptance and entitlements of member; issuance of stock.
  (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...
• 62.810   [1957 c.716 §64; 1965 c.631 §26; 1985 c.351 §16; repealed by 1987 c.94 §174]
• 62.812   Distribution of cooperative assets upon dissolution.
  (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...
• 62.815   Prohibited actions.
  (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...
• 62.825   Powers of Secretary of State.
  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...
• 62.830   [1957 c.716 §66; repealed by 1987 c.94 §174]
• 62.835   [1957 c.716 §67; repealed by 1981 c.633 §83]
• 62.840   [1957 c.716 §68; 1983 c.717 §26a; repealed by 1987 c.94 §174]
• 62.845   Public policy; certain cooperative activities not unlawful restraint of trade.
  (1) It is the public policy of the State of Oregon to encourage the efficient production and distribution of agricultural, seafood and other products derived...
• 62.848   Antitrust immunity for negotiations governing price for sale of grass seed; supervision by Director of Agriculture; rules; fees.
  (1) As used in this section: (a) “Parties” or “party” means seed producers, seed associations, seed cooperatives or seed dealers that participate in a state...
• 62.849   Antitrust immunity for negotiations governing season starting price for sale of Oregon seafood; supervision by Director of Agriculture; rules; fees.
  (1) As used in this section: (a) “Dealer” has the meaning given that term in ORS 646.515. (b) “Parties” or “party” means Oregon seafood harvesters,...
• 62.850   Use of term “cooperative.”
  (1) No person other than a cooperative incorporated under this chapter or a previous Act of this state shall use the term “cooperative,” or any...
• 62.855   Application of chapter.
  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...
• 62.860   Effect of amendment or repeal of Oregon Cooperative Corporation Act.
  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...
• 62.865   Effect of repeal of prior statutes.
  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...
• 62.870   Notice to members of agricultural cooperative; date; contents; effect of failure to send notice.
  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...
• 62.990   [Repealed by 1957 c.716 §76]