Oregon Statutes 62.570 – Restated articles
(1) A cooperative by action taken in the same manner as required for amendment of articles of incorporation may adopt restated articles of incorporation. The restated articles of incorporation may contain any changes in the articles of incorporation that could be made by amendment regularly adopted. Adoption of restated articles of incorporation containing any such changes shall have the effect of amending the existing articles of incorporation to conform to the restated articles, without further action of the board of directors or shareholders.
Terms Used In Oregon Statutes 62.570
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles: means articles of incorporation, articles of conversion or articles of merger. See Oregon Statutes 62.015
- Board: means board of directors. See Oregon Statutes 62.015
- Cooperative: means a cooperative corporation that is subject to the provisions of this chapter. See Oregon Statutes 62.015
- Shareholder: means a holder of shares of capital stock of a cooperative other than membership stock. See Oregon Statutes 62.015
(2) Restated articles of incorporation shall contain all the statements required under this chapter to be included in original articles of incorporation except that no statement need be made with respect to:
(a) The number, names and addresses of directors constituting the initial board of directors;
(b) The names and addresses of the incorporators;
(c) The initial or present registered office or agent; or
(d) The mailing address of the cooperative if an annual report has been filed with the Office of the Secretary of State.
(3) Restated articles of incorporation when executed and filed in the manner prescribed in this chapter shall supersede the theretofore existing articles of incorporation and amendments thereto. The Secretary of State shall upon request certify a copy of the articles of incorporation, or the articles of incorporation as restated, or any amendments to either thereof.
(4) The restated articles of incorporation, when filed, shall be accompanied by a statement and a true copy of the statement as provided in this subsection. The statement shall set forth:
(a) The name of the cooperative.
(b) The date of the adoption of the restated articles of incorporation.
(c) The number of shares outstanding, and if affected shareholders have the right to vote, the number of affected shares, the number of shareholder votes entitled to be voted thereon, and, if the shareholders of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each class.
(d) The number of members voting for and against the restated articles of incorporation, respectively, and, if there are shareholders entitled to vote, the number of shares voted for and against the restated articles of incorporation, respectively, and, if the shares of any class are entitled to vote thereon as a class, the number of shares of each such class voted for and against the restated articles, respectively.
(e) If the restated articles of incorporation provide for an exchange, reclassification or cancellation of issued shares, and if the manner in which the same shall be effected is not set forth in the restated articles of incorporation, then a statement of the manner in which the same shall be effected. [1957 c.716 § 41; 1963 c.492 § 46; 1987 c.94 § 86; 1995 c.195 § 33]
CONVERSIONS AND MERGERS