ORS 62.165
Actions in excess of authority

No act and no transfer of property to or by a cooperative is invalid because in excess of the cooperative’s power to do such act or make or receive such transfer, except that such lack of power may be asserted in a proceeding by:

(1)

A member, shareholder or director against the cooperative to enjoin any act or transfer of property to or by the cooperative. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the cooperative is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the cooperative or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.

(2)

A cooperative, its legal representative, or through its members or shareholders in a representative suit, against the officers or directors or former officers or directors of the cooperative.

(3)

The Attorney General against the cooperative in an action to dissolve the cooperative or to enjoin it from the transaction of unauthorized business. [1957 c.716 §11]

Source: Section 62.165 — Actions in excess of authority, https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html.

62.005
Short title 62.015
Definitions 62.025
Filing requirements 62.030
Filing, service, copying and certification fees 62.035
Effective time and date of document 62.040
Correcting filed document 62.045
Forms 62.050
Filing duty of Secretary of State 62.055
Appeal from Secretary of State’s refusal to file document 62.060
Evidentiary effect of copy of filed document 62.065
Certificate of existence 62.115
Purposes for which cooperatives may be organized 62.125
General powers 62.128
Reserved name 62.131
Cooperative name 62.135
Bylaws 62.145
Membership 62.155
Registered office and registered agent 62.165
Actions in excess of authority 62.175
Capital stock 62.185
Certificates of stock 62.195
Voting by shareholders 62.205
Subscription agreement for shares or agreement to pay a membership fee 62.215
Limitation of liability of members and shareholders 62.225
Dividends on capital stock 62.235
Recall, exchange or redemption of stock or other evidence of equity by cooperative 62.245
Missing certificates or evidence of interest in cooperative 62.251
Notice to directors, members and shareholders 62.255
Meetings of members 62.265
Voting by members 62.275
Quorum of members 62.280
Board of directors 62.283
Standard of conduct for directors 62.284
Director conflict of interest 62.285
Meetings of board of directors 62.286
Loans to or guarantees for directors 62.287
Directors’ meeting by conference telephone or similar communications equipment 62.290
Executive committee 62.295
Officers 62.300
Compensation and benefits to directors, officers and employees 62.305
Taking action without meeting 62.315
Waiver of notice 62.325
Voting requirements of articles 62.335
Action brought in right of cooperative by member or shareholder 62.355
Cooperative contracts 62.360
Recording cooperative contracts 62.365
Relief against breach or threatened breach of contract 62.370
Civil action for inducing breach of contract with cooperative or spreading false reports about cooperative 62.415
Apportionment and distribution of net proceeds or savings or net losses 62.425
Unclaimed distribution, redemptions or payments 62.430
Payments in name of deceased owner of capital credits or retains in cooperative 62.435
Sale or other disposition of entire assets 62.440
Books and records 62.455
Annual report 62.462
Definitions for ORS 62.462 to 62.482 62.464
Authority to indemnify director 62.466
Mandatory indemnification of director 62.468
Advance for expenses 62.472
Court-ordered indemnification 62.474
Determination and authorization of indemnification 62.476
Indemnification of officers, employees and agents 62.478
Insurance 62.482
Application of ORS 62.462 to 62.482 62.511
Incorporators 62.513
Contents of articles of incorporation 62.515
Organization meeting of directors 62.555
Right to amend articles of incorporation 62.560
Shareholder voting on amendments to articles 62.565
Articles of amendment 62.570
Restated articles 62.605
Definitions for ORS 62.605 to 62.623 62.607
Conversion 62.609
Action on plan of conversion 62.611
Articles and plan of conversion 62.613
Effect of conversion 62.617
Merger 62.619
Action on plan of merger 62.621
Articles and plan of merger 62.623
Effect of merger 62.655
Voluntary dissolution by act of cooperative 62.665
Procedure for dissolution 62.670
Revocation of voluntary dissolution 62.675
Effect of revocation of voluntary dissolution proceedings 62.680
Articles of dissolution 62.685
Effect of filing articles of dissolution 62.690
Administrative dissolution 62.695
Jurisdiction of court to dissolve cooperative and liquidate assets and business of cooperative 62.702
Procedure for dissolution of cooperative by court 62.704
Judgment of dissolution issued by court 62.708
Effect of dissolution 62.712
Disposition of known claims against dissolved cooperative 62.714
Notice of dissolution 62.720
Presumption of abandonment 62.755
Admission of foreign cooperatives 62.760
Registration of name of foreign cooperative 62.765
Definitions for ORS 62.765 to 62.792 62.768
Election to be governed as employee cooperative 62.771
Revocation of election to be governed as employee cooperative 62.774
Qualifications of members 62.777
Membership powers 62.780
Apportionment of net earnings or losses 62.783
Internal capital accounts 62.786
Internal capital account cooperative 62.789
Procedure for revocation of election 62.792
Short title 62.800
Short title 62.803
Definitions for ORS 62.800 to 62.815 62.806
Election as nonprofit cooperative 62.809
Requirements for membership in cooperative 62.811
Recordation of cooperative documents 62.812
Distribution of cooperative assets upon dissolution 62.813
Lienholder’s rights 62.815
Prohibited actions 62.825
Powers of Secretary of State 62.850
Use of term “cooperative.” 62.855
Application of chapter 62.860
Effect of amendment or repeal of Oregon Cooperative Corporation Act 62.865
Effect of repeal of prior statutes 62.870
Notice to members of agricultural cooperative 62.992
Penalty for signing false document
Green check means up to date. Up to date

Current through early 2024

§ 62.165’s source at oregon​.gov