(2) Except as provided in subsection (3) of this section, restated articles of incorporation that the director has approved and filed supersede the previously existing articles of incorporation and amendments to the previously existing articles of incorporation. The director shall, upon request, certify a copy of the articles of incorporation, the articles of incorporation as restated or any amendments to either the articles of incorporation or the restated articles of incorporation.
(3) If the restated articles of incorporation specify a delayed effective date, the restated articles of incorporation are effective on the date specified. A delayed effective date for restated articles of incorporation may not be later than the 90th day after the date on which the institution or Oregon stock savings bank executes and submits the restated articles of incorporation for filing.
(4) An institution or Oregon stock savings bank that submits restated articles of incorporation for filing shall include a statement that the president or a vice president and a cashier, secretary or assistant secretary execute in duplicate and that sets forth:
(a) The name of the institution or Oregon stock savings bank;
(b) The date on which the shareholders adopted the restated articles of incorporation;
(c) The number of shares outstanding and the number of shares entitled to vote for or against the restated articles of incorporation, and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each class that are entitled to vote for or against the restated articles of incorporation.
(d) The number of shares voted for and against the restated articles of incorporation, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against the restated articles of incorporation, respectively.
(e) The manner in which the institution or Oregon stock savings bank will exchange, reclassify or cancel issued shares, if the restated articles of incorporation provide for an exchange, reclassification or cancellation of issued shares but do not set forth the manner for exchanging, reclassifying or canceling the issued shares. [1989 c.324 §16; 1997 c.631 §65; 2015 c.244 §24]
Structure 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 707.050 - 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 707.182 - 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 707.220 - 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 707.256 - 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 707.350 - 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 707.623 - 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 707.680 - 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 707.710 - Removal of officer or director.
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.