(a) In the case of the conversion of an Oregon bank or Oregon trust company that was organized as a corporation under ORS chapter 707 or 709 to a limited liability company, the conversion shall be approved by:
(A) A simple majority of the full board of directors of the converting Oregon bank or Oregon trust company, unless the articles of incorporation or bylaws of the converting Oregon bank or Oregon trust company require a greater percentage; and
(B) A vote of a simple majority of the outstanding stock of each class of voting shares at a meeting called to consider the conversion, unless the articles of incorporation or bylaws of the converting Oregon bank or Oregon trust company require a greater percentage.
(b) In the case of the conversion of an Oregon bank or Oregon trust company that was organized as a limited liability company under ORS 707.007 or 709.015 to a corporation, the conversion shall be approved by:
(A) A simple majority of the full board of managers of the converting Oregon bank or Oregon trust company, unless the articles of organization or operating agreement of the converting Oregon bank or Oregon trust company require a greater percentage; and
(B) A vote of the holders of a simple majority of outstanding membership interests in the converting Oregon bank or Oregon trust company, at a meeting called to consider the conversion, unless the articles of organization or operating agreement of the converting Oregon bank or Oregon trust company require a greater percentage.
(2) Following approval of the plan of conversion by the board and the owners under subsection (1) of this section, the converting Oregon bank or Oregon trust company shall submit the plan of conversion to the Director of the Department of Consumer and Business Services for approval. The converting Oregon bank or Oregon trust company shall also submit a nonrefundable application fee of $3,000 and certified copies of the resolutions adopted by the board and by the owners of the Oregon bank or Oregon trust company showing approval of the plan of conversion. The director shall approve the plan of conversion if the director finds that the plan of conversion has been approved by the board and the owners of the converting institution in accordance with subsection (1) of this section and that:
(a) In the case of the conversion of an Oregon bank or Oregon trust company from a corporation to a limited liability company, the converting institution meets the requirements of ORS 707.007 or 709.015 for the organization of an Oregon bank or Oregon trust company as a limited liability company; or
(b) In the case of the conversion of an Oregon bank or Oregon trust company from a limited liability company to a corporation, the converting institution meets the requirements of the Bank Act for the organization of an Oregon bank or Oregon trust company as a corporation. [2005 c.134 §7]
Structure 2021 Oregon Revised Statutes
Volume : 18 - Financial Institutions, Insurance
Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency
Section 711.065 - Conversion of Oregon stock bank into insured stock institution.
Section 711.070 - Conversion of financial institution into Oregon stock bank; application.
Section 711.075 - Conversion of Oregon nonstock bank into financial institution.
Section 711.080 - Conversion of financial institution into Oregon nonstock bank; application.
Section 711.085 - Approval of conversion of Oregon bank by board or shareholders.
Section 711.095 - Approval of plan of conversion; fee.
Section 711.100 - Articles of conversion; effective date of conversion.
Section 711.140 - Approval of merger or share exchange involving Oregon stock bank by stockholders.
Section 711.145 - Effective date of merger or share exchange involving Oregon stock bank.
Section 711.155 - Approval of merger involving Oregon nonstock bank; contents of plan; fee.
Section 711.160 - Action by director on plan of merger involving Oregon nonstock bank; appeal.
Section 711.165 - Effective date of merger involving Oregon nonstock bank.
Section 711.185 - Stockholder withdrawal of demand for payment for shares made under ORS 711.180.
Section 711.197 - Conditions for resulting Oregon bank to conform with state law.
Section 711.220 - Notice of voluntary liquidation; presentation of claims.
Section 711.230 - Claims; time within which presented; extension of time.
Section 711.235 - Report of liquidation to director; disposition of remaining assets.
Section 711.400 - Supervision of liquidation by circuit court; called "supervising court."
Section 711.405 - When institution deemed insolvent.
Section 711.430 - Placing business in control of director; notice.
Section 711.435 - Resumption of business of institution placed in control of director.
Section 711.465 - Transfer of liquidation functions to Federal Deposit Insurance Corporation.
Section 711.475 - Inventory of assets; filing notice of taking possession.
Section 711.480 - Sale of assets.
Section 711.510 - Deposit of money collected under ORS 711.495; security for deposit.
Section 711.515 - "Depositor" defined; preferences among depositors.
Section 711.535 - Verification and filing of claims; demand for preference.
Section 711.540 - Approval or rejection of claims.
Section 711.545 - Objection to approval of claims.
Section 711.550 - Objection to rejection of claims.
Section 711.554 - Procedure for determination of claims.
Section 711.570 - Lists of claims.
Section 711.577 - Death of depositor; payment of claim.
Section 711.580 - Safety deposit boxes; removal of property.
Section 711.582 - Disposition of contents of safety deposit boxes.
Section 711.590 - Disposition of unclaimed deposits; interest.
Section 711.620 - Suspending or restricting payment of liabilities; duration.
Section 711.625 - Taking possession of Oregon stock bank by director; powers of director; expenses.
Section 711.635 - Receiving new deposits; segregation.
Section 711.640 - Termination of suspension or restriction on payment of liabilities.
Section 711.645 - Notice of termination of suspension or restriction on payment of liabilities.