(1) "Cooperative" includes any domestic or foreign predecessor entity of a cooperative in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a cooperative or an individual who, while a director of a cooperative, is or was serving at the cooperative’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic cooperative, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the cooperative’s request if the director’s duties to the cooperative also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
(3) "Expenses" includes counsel fees.
(4) "Liability" means the obligation to pay a judgment, settlement, penalty or fine, including an excise tax assessed with respect to an employee benefit plan or reasonable expenses incurred with respect to a proceeding.
(5) "Officer" means an individual who is or was an officer of a cooperative or an individual who, while an officer of a cooperative, is or was serving at the cooperative’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic cooperative, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. An officer is considered to be serving an employee benefit plan at the cooperative’s request if the officer’s duties to the cooperative also impose duties on or include services by the officer to the employee benefit plan or to participants in or beneficiaries of the plan. "Officer" includes, unless the context requires otherwise, the estate or personal representative of an officer.
(6) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. [1995 c.195 §15]
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.