(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 to transact business for a foreign cooperative.
(2) "Articles" means articles of incorporation, articles of conversion or articles of merger.
(3) "Board" means board of directors.
(4) "Cooperative" means a cooperative corporation that is subject to the provisions of this chapter.
(5) "Corporation" means a corporation that is not a cooperative.
(6) "Delivery" means a method of delivery that is used in conventional commercial practice and includes hand delivery, mail delivery, commercial delivery and electronic transmission.
(7) "Domestic limited liability company" means an entity that is an unincorporated association that has one or more members and that is organized under ORS chapter 63.
(8) "Domestic nonprofit corporation" means a corporation not for profit that is incorporated under ORS chapter 65.
(9) "Domestic professional corporation" means a corporation that is organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58.
(10) "Electronic signature" has the meaning given that term in ORS 84.004.
(11) "Electronic transmission" means a method of communicating information that:
(a) Does not directly involve a transfer of a physical object that embodies the communication; and
(b) Enables the recipient to store, retrieve and reproduce the information.
(12) "Foreign cooperative" means a cooperative corporation that is organized under laws other than the laws of this state.
(13) "Foreign corporation" means a corporation for profit that is incorporated under laws other than the laws of this state.
(14) "Foreign limited liability company" means an entity that is an unincorporated association organized under laws other than the laws of this state and that is organized under a statute under which an association may be formed that affords to each of the entity’s members limited liability with respect to liabilities of the entity.
(15) "Foreign nonprofit corporation" means a corporation not for profit that is organized under laws other than the laws of this state.
(16) "Foreign professional corporation" means a professional corporation that is organized under laws other than the laws of this state.
(17) "Member" means a person that is qualified and accepted for membership in a cooperative.
(18) "Membership stock" means any class of stock, continuous ownership of which is required for membership in a cooperative.
(19) "Negotiate" means to confer with another in order to come to terms.
(20) "Person" means an individual, corporation, association, firm, partnership, joint stock company, cooperative or foreign cooperative.
(21) "Shareholder" means a holder of shares of capital stock of a cooperative other than membership stock.
(22) "Signature" means a manual, facsimile, conformed or electronic signature. [1957 c.716 §2; 1963 c.492 §41; 1974 c.2 §4; 1987 c.94 §78; 1995 c.195 §1; 1999 c.362 §16; 2001 c.142 §1; 2001 c.315 §33; 2005 c.107 §2; 2009 c.14 §2; 2009 c.294 §5; 2015 c.113 §3]
Structure 2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Section 62.025 - Filing requirements.
Section 62.035 - Effective time and date of document.
Section 62.040 - Correcting filed document.
Section 62.050 - Filing duty of Secretary of State.
Section 62.060 - Evidentiary effect of copy of filed document.
Section 62.065 - Certificate of existence.
Section 62.125 - General powers.
Section 62.128 - Reserved name.
Section 62.131 - Cooperative name.
Section 62.155 - Registered office and registered agent; service of process on cooperative.
Section 62.165 - Actions in excess of authority.
Section 62.175 - Capital stock; membership stock.
Section 62.185 - Certificates of stock; contents.
Section 62.195 - Voting by shareholders.
Section 62.205 - Subscription agreement for shares or agreement to pay a membership fee; default.
Section 62.235 - Recall, exchange or redemption of stock or other evidence of equity by cooperative.
Section 62.251 - Notice to directors, members and shareholders.
Section 62.255 - Meetings of members.
Section 62.265 - Voting by members.
Section 62.275 - Quorum of members.
Section 62.280 - Board of directors.
Section 62.284 - Director conflict of interest.
Section 62.285 - Meetings of board of directors.
Section 62.286 - Loans to or guarantees for directors.
Section 62.290 - Executive committee.
Section 62.300 - Compensation and benefits to directors, officers and employees.
Section 62.335 - Action brought in right of cooperative by member or shareholder; attorney fees.
Section 62.355 - Cooperative contracts.
Section 62.360 - Recording cooperative contracts.
Section 62.365 - Relief against breach or threatened breach of contract; penalty for interference.
Section 62.415 - Apportionment and distribution of net proceeds or savings or net losses.
Section 62.425 - Unclaimed distribution, redemptions or payments.
Section 62.430 - Payments in name of deceased owner of capital credits or retains in cooperative.
Section 62.435 - Sale or other disposition of entire assets.
Section 62.440 - Books and records; attorney fees.
Section 62.455 - Annual report; form; effect of error; update of information.
Section 62.462 - Definitions for ORS 62.462 to 62.482.
Section 62.464 - Authority to indemnify director; report to members.
Section 62.468 - Advance for expenses.
Section 62.472 - Court-ordered indemnification.
Section 62.474 - Determination and authorization of indemnification.
Section 62.476 - Indemnification of officers, employees and agents.
Section 62.482 - Application of ORS 62.462 to 62.482.
Section 62.513 - Contents of articles of incorporation; rules.
Section 62.555 - Right to amend articles of incorporation.
Section 62.560 - Shareholder voting on amendments to articles.
Section 62.565 - Articles of amendment; effect of amendment.
Section 62.570 - Restated articles.
Section 62.605 - Definitions for ORS 62.605 to 62.623.
Section 62.609 - Action on plan of conversion.
Section 62.611 - Articles and plan of conversion.
Section 62.613 - Effect of conversion; entity existence continues.
Section 62.617 - Merger; plan of merger.
Section 62.619 - Action on plan of merger.
Section 62.621 - Articles and plan of merger.
Section 62.623 - Effect of merger.
Section 62.655 - Voluntary dissolution by act of cooperative.
Section 62.665 - Procedure for dissolution.
Section 62.680 - Articles of dissolution.
Section 62.702 - Procedure for dissolution of cooperative by court.
Section 62.704 - Judgment of dissolution issued by court.
Section 62.708 - Effect of dissolution.
Section 62.712 - Disposition of known claims against dissolved cooperative.
Section 62.714 - Notice of dissolution; presentation of claims against cooperative.
Section 62.720 - Presumption of abandonment; procedure for agriculture cooperatives and others.
Section 62.765 - Definitions for ORS 62.765 to 62.792.
Section 62.768 - Election to be governed as employee cooperative; corporate name.
Section 62.774 - Qualifications of members; membership shares; rights of members.
Section 62.777 - Membership powers.
Section 62.780 - Apportionment of net earnings or losses.
Section 62.783 - Internal capital accounts; redemption of shares; collective reserve account.
Section 62.786 - Internal capital account cooperative.
Section 62.789 - Procedure for revocation of election; limits on merger.
Section 62.800 - Short title; purpose; resolution of conflicts.
Section 62.803 - Definitions for ORS 62.800 to 62.815.
Section 62.806 - Election as nonprofit cooperative.
Section 62.812 - Distribution of cooperative assets upon dissolution.
Section 62.815 - Prohibited actions.