2021 Oregon Revised Statutes
Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers
Section 707.210 - Stock issuance after obtaining charter; form of stock certificate; issuance of stock without certificate.


(a) Be signed by two officers of the institution or Oregon stock savings bank designated in the bylaws, and may be sealed with the seal of the institution or Oregon stock savings bank or a facsimile of the seal. The signatures of the officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or registrar other than the institution or Oregon stock savings bank or an employee of the institution or Oregon stock savings bank. If an officer that has signed or whose facsimile signature has been placed upon the certificate is no longer an officer before the certificate is issued, the institution or Oregon stock savings bank may issue the certificate with the same effect as if the former officer were an officer at the date on which the institution or Oregon stock savings bank issued the certificate.
(b) State upon the face or back of the certificate the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, if the institution or Oregon stock savings bank may issue shares of more than one class, or state that the institution or Oregon stock savings bank will provide any shareholder upon request and without charge a full statement of the designations, preferences, limitations and relative rights of each class of shares.
(c) State the variations in the relative rights and preferences between the shares of each series so far as the board of directors has fixed and determined the rights and preferences in a series, if the institution or Oregon stock savings bank may issue a class in series, and state the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.
(d) State that the institution or Oregon stock savings bank is organized under the laws of this state.
(e) State the name of the person to whom the institution or Oregon stock savings bank issued the certificate.
(f) State the number and class of shares, and the designation of the series, if any, that the certificate represents.
(2) In lieu of issuing certificates that represent shares in accordance with subsection (1) of this section, the board of directors of an institution or Oregon stock savings bank may authorize the institution or Oregon stock savings bank to issue some or all of the shares of any or all classes or series without certificates. The authorization does not affect shares already represented by certificates until the shares are surrendered to the institution or Oregon stock savings bank. Within a reasonable time after the issuance or transfer of shares without certificates, the institution or Oregon stock savings bank shall send the shareholder a written statement of the information required on certificates under subsection (1) of this section.
(3) A share may not be issued until the share is fully paid.
(4) At the request of any holder of two or more certificates of the stock of any institution or Oregon stock savings bank organized under the laws of this state, the institution or Oregon stock savings bank shall, upon the surrender of the certificates, issue to the holder of the stock one certificate, or a statement pursuant to subsection (2) of this section, for all shares of stock of any one class in the institution or Oregon stock savings bank that the stockholder owns if the number of shares that the stockholder owns in the particular class equals or exceeds 100. [Amended by 1959 c.108 §1; 1965 c.189 §1; 1973 c.797 §67; 1987 c.197 §2; 1989 c.324 §6; 1995 c.131 §1; 1997 c.631 §55; 2015 c.244 §22]

Structure 2021 Oregon Revised Statutes

2021 Oregon Revised Statutes

Volume : 18 - Financial Institutions, Insurance

Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers

Section 707.007 - Organization of Oregon bank as limited liability company.

Section 707.010 - Certificate required to transact banking business; exemption.

Section 707.020 - Violation of ORS 707.005 or 707.010; investigation; injunction.

Section 707.025 - Organization of banking institution for purpose of merging with, acquiring assets of or assuming liabilities of financial institution; procedure; conditions; fee.

Section 707.050 - Initial paid-in capital requirement.

Section 707.070 - Application for authority to organize banking institution; fee; contents.

Section 707.075 - Banking institution name.

Section 707.080 - Investigation and ruling on application; conditional approval; appeal.

Section 707.110 - Execution and submission of articles of incorporation; contents.

Section 707.120 - Issuance of certificate of incorporation when filings conform to law.

Section 707.140 - Submission of organization information; issuance of charter.

Section 707.145 - Grounds for refusing authority to organize.

Section 707.155 - Authority to require additional investigatory information; fingerprinting.

Section 707.160 - Transaction of business prior to organization; failure to complete organization; liability.

Section 707.170 - Effective date of charter; commencement of business; effect of failure to commence business.

Section 707.182 - Registered agent; registered office.

Section 707.184 - Changes in registered office or agent.

Section 707.186 - Resignation of registered agent; discontinuance of registered office.

Section 707.188 - Service of process on institution or Oregon stock savings bank.

Section 707.210 - Stock issuance after obtaining charter; form of stock certificate; issuance of stock without certificate.

Section 707.220 - Stock record; contents; inspection.

Section 707.244 - Amendment of articles of incorporation; purposes for amendment.

Section 707.246 - Manner of amending articles of incorporation.

Section 707.248 - Shareholders authorized to vote on amendment to articles of incorporation.

Section 707.250 - Execution of amendments to articles of incorporation.

Section 707.252 - Filing of amended articles of incorporation.

Section 707.254 - Effective date of amended articles of incorporation; effect on existing cause of action.

Section 707.256 - Restated articles of incorporation.

Section 707.258 - Terms of class of shares or series within class determined by board of directors.

Section 707.260 - Fractional shares; scrip.

Section 707.262 - Share options; limits on issuance.

Section 707.270 - Effect of redemption of shares; statement of cancellation.

Section 707.272 - Paid-in capital; use; retained earnings reserve; approval of director for redemption of shares; rules.

Section 707.350 - Payment prior to issuance of certificate of stock; consideration; approvals.

Section 707.380 - Limitation on dividends; exception.

Section 707.610 - Annual and special stockholder meetings; notice of orders.

Section 707.613 - Shareholder waiver of notice; effect of attendance at meeting.

Section 707.615 - Record date.

Section 707.617 - Shareholders list for meeting.

Section 707.619 - Voting entitlement of shares.

Section 707.621 - Quorum.

Section 707.623 - Modification of quorum or voting requirements.

Section 707.644 - Committees of board of directors; limitations.

Section 707.646 - Staggered terms for directors.

Section 707.648 - Removal of directors by shareholders.

Section 707.660 - General standards for directors.

Section 707.665 - General standards for officers.

Section 707.670 - Regular meetings of directors; rules; quorum; notice; meetings using communications equipment.

Section 707.680 - Special board meetings called by director; penalty for failure to attend.

Section 707.700 - Selection and control of officers by directors; effect of removal of officers.

Section 707.705 - Investigation of new director, president and chief executive officer; fingerprinting; disapproval of election or appointment.

Section 707.710 - Removal of officer or director.

Section 707.735 - Officers and directors to notify law enforcement officers of certain criminal violations; investigations; costs.

Section 707.744 - Definitions for ORS 707.744 to 707.764.

Section 707.746 - Authority to indemnify directors.

Section 707.752 - Advance for expenses.

Section 707.754 - Court-ordered indemnification.

Section 707.756 - Determination and authorization of indemnification.

Section 707.758 - Indemnification of officers, employees and agents.

Section 707.764 - Application of ORS 707.744 to 707.762.