Oregon Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency
ORS 711.095
Approval of plan of conversion; fee


(1)

A plan of conversion for an Oregon bank or Oregon trust company shall be approved as follows:

(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 (Organization of Oregon bank as limited liability company) or 709.015 (Organization as limited liability company) 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 (Organization of Oregon bank as limited liability company) or 709.015 (Organization as limited liability company) 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]
Source
Last accessed
May. 15, 2020