Or. Rev. Stat. § 62.005
Short title
This chapter shall be known and may be cited as the “Oregon Cooperative Corporation Act.”
Oregon Revised Statutes Chapter 62 — Cooperatives
Oregon · statute · Or. Rev. Stat. ch. 62 · 120 active provisions
Provisions
Or. Rev. Stat. § 62.015
Definitions
As used in this chapter, unless the context requires otherwise: (1) “Anniversary” means the day each year exactly one or more years after: (a) The date on which the Secretary of State files the articles of incorporation for a cooperative. (b) The date on which the Secretary of State files an application for authority t…
Or. Rev. Stat. § 62.025
Filing requirements
(1)(a) For the Secretary of State to file a document under this chapter, the document must: (A) Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section. (B) Be a type of document that this chapter or another law r…
Or. Rev. Stat. § 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 on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or…
Or. Rev. Stat. § 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 filed by the Secretary of State and at the time, if any, specified in the document as its effective time or at 12:01 a.m. on that date if no effective time is specified. (2) If a docume…
Or. Rev. Stat. § 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 or was defectively executed, attested, sealed, verified or acknowledged. (2) A cooperative shall correct a document by delivering articles of correction to the Office of…
Or. Rev. Stat. § 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 by rule require the use of the forms.
Or. Rev. Stat. § 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 file it. (2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, e…
Or. Rev. Stat. § 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 any other legal remedy that may be available, shall have the right to appeal from such order pursuant to the provisions of ORS 183.480.
Or. Rev. Stat. § 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 in facsimile, is conclusive evidence that the original document, or a facsimile thereof, is on file with the Office of Secretary of State. (2) The provisions of ORS 56.110 apply t…
Or. Rev. Stat. § 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 means that: (a) The cooperative’s corporate name is registered in this state; (b) The cooperative is duly incorporated under the law of this state; (c) All fees payable to t…
Or. Rev. Stat. § 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.
Or. Rev. Stat. § 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 a facsimile thereof,…
Or. Rev. Stat. § 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 of State shall…
Or. Rev. Stat. § 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 c…
Or. Rev. Stat. § 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 t…
Or. Rev. Stat. § 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 chang…
Or. Rev. Stat. § 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 o…
Or. Rev. Stat. § 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 any act or transfe…
Or. Rev. Stat. § 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, preferenc…
Or. Rev. Stat. § 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 witho…
Or. Rev. Stat. § 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 votin…
Or. Rev. Stat. § 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…
Or. Rev. Stat. § 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 unpa…
Or. Rev. Stat. § 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.
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