ORS 711.140
Approval of merger or share exchange involving Oregon stock bank by stockholders
(1)
To be effective, a merger or share exchange involving an Oregon stock bank shall be approved by the stockholders of each Oregon stock bank that is a party to a merger or Oregon stock bank to be acquired through a share exchange by a vote of two-thirds of the outstanding stock of each class of voting shares at a meeting called to consider the merger or share exchange.(2)
Approval of the merger or share exchange by the stockholders constitutes the adoption of any amendments to the articles set forth in the plan of merger or plan of share exchange.(3)
If the plan of merger or plan of share exchange adopts any provision enumerated in ORS 707.248 (Shareholders authorized to vote on amendment to articles of incorporation) affecting the rights of nonvoting stockholders of an Oregon stock bank, such nonvoting stockholders may vote as a class on the merger or share exchange.(4)
Each Oregon stock bank that is a party to a merger or is to be acquired through a share exchange shall give notice of the meeting to vote on the proposed merger or share exchange to each stockholder of record entitled to vote on the plan of merger or plan of share exchange at the address of the stockholder in the books of the Oregon stock bank at least 15 days before the date of the meeting unless the notice is waived in writing by all the holders of shares entitled to vote on the plan of merger or plan of share exchange. Unless, pursuant to ORS 711.170 (Sale of assets and transfer of liabilities by Oregon bank) (8) or other applicable law, the shareholders of the Oregon stock bank are not entitled to receive fair value of their shares, the notice shall be accompanied by a copy of ORS 711.175 (Stockholder’s right to dissent to merger, share exchange, transfer of assets or liabilities or conversion), 711.180 (Rights of stockholder dissenting to merger, share exchange, transfer of assets or liabilities or conversion) and 711.185 (Stockholder withdrawal of demand for payment for shares made under ORS 711.180), and shall explain that the sections establish the rights of dissenting stockholders. The notice shall also include any other information that the Director of the Department of Consumer and Business Services may require. [1997 c.631 §273]
Source:
Section 711.140 — Approval of merger or share exchange involving Oregon stock bank by stockholders, https://www.oregonlegislature.gov/bills_laws/ors/ors711.html.
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