ORS 62.513
Contents of articles of incorporation

  • rules

(1)

The articles of incorporation shall set forth:

(a)

The name of the cooperative, which satisfies the requirements of ORS 62.131 (Cooperative name).

(b)

The purposes for which the cooperative is organized. It shall be sufficient to state, either alone or with other purposes, that the purpose of the cooperative is to engage in any lawful activity for which cooperatives may be organized under this chapter, and by such statement, all lawful activities shall be within the purposes of the cooperative, except for express limitations, if any.

(c)

Whether the cooperative is organized with or without membership stock, and if organized without membership stock the amount of the membership fee and whether the membership fee may be changed in accordance with a procedure established in the bylaws without the necessity of filing amended or restated articles, and the limitations, if any, on transfer of a membership.

(d)

The number and par value, if any, of shares of each authorized class of stock, and if more than one class is authorized, the designation, preferences, limitations and relative rights of each class.

(e)

Which classes of stock, if any, are membership stock, and the limitations upon transfer, if any, applicable to such stock.

(f)

Any limitation of the right to acquire or recall any stock.

(g)

The basis of distribution of assets in the event of dissolution or liquidation.

(h)

The street address of the cooperative’s initial registered office and the name of its initial registered agent who shall be amenable to service of process at the address.

(i)

A mailing address to which the Secretary of State may mail notices as required by this chapter.

(j)

The number of directors constituting the initial board of directors.

(k)

The name and address of each incorporator.

(2)

Duration shall be perpetual unless the articles of incorporation expressly limit the period of duration.

(3)

It is not necessary to set forth in the articles any of the corporate powers enumerated in this chapter. The articles may include additional provisions, not inconsistent with law, for the regulation of the internal affairs of the cooperative, including any provision that restricts the transfer of shares or that under this chapter is required or permitted to be set forth in the bylaws. Any provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control.

(4)

Without limiting the provisions of subsection (3) of this section, the articles of incorporation may set forth:

(a)

The names of the initial directors;

(b)

The addresses of the initial directors;

(c)

The names and addresses of the president and secretary;

(d)

Provisions regarding:

(A)

Managing the business and regulating the affairs of the cooperative; and

(B)

Defining, limiting and regulating the powers of the cooperative, its board of directors and members;

(e)

A provision eliminating or limiting the personal liability of a director to the cooperative, its members or its shareholders for monetary damages for conduct as a director, provided that the provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective and the provision shall not eliminate or limit the liability of a director for:

(A)

Any breach of the director’s duty of loyalty to the cooperative, its members or its shareholders;

(B)

Acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law; or

(C)

Any transaction from which the director derived an improper personal benefit; and

(f)

Any provision that under this chapter is required or permitted to be set forth in the bylaws.

(5)

The Secretary of State by rule may require additional identifying information. [1995 c.195 §25; 2007 c.186 §6]

Source: Section 62.513 — Contents of articles of incorporation; rules, 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
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