USA Statutes : oregon
Title : TITLE 53 FINANCIAL INSTITUTIONS
Chapter : Chapter 711 Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency
(1) An Oregon stock bank may convert into an insured stock
institution subject to the prior approval of the supervisory authority
having jurisdiction over the proposed resulting insured stock institution.

(2) Upon completion of the conversion of an Oregon stock bank, its
charter shall terminate, except for the purposes specified in ORS
711.190. [1997 c.631 §265](1) A financial institution with its head office or any
branches located in this state that follows the procedures prescribed by
the supervisory authority having jurisdiction over the converting
financial institution shall be granted a charter of an Oregon stock bank
by the Director of the Department of Consumer and Business Services if
the director finds that the converting financial institution meets the
standards of the Bank Act for the organization of such an Oregon stock
bank.

(2) A financial institution may apply to convert to an Oregon stock
bank and obtain a charter by filing with the director:

(a) A certificate signed by the chief executive officer of the
converting financial institution certifying that all necessary corporate
actions in compliance with the provisions of the laws of the supervisory
authority having jurisdiction over the converting financial institution
have been taken; and

(b) The articles of incorporation for the operation of the
financial institution as an Oregon stock bank, in accordance with the
requirements of ORS 707.120. [1997 c.631 §266](1) An Oregon nonstock bank may convert into a financial
institution subject to the prior approval of the supervisory authority
having jurisdiction over the proposed resulting financial institution.

(2) Upon completion of the conversion of an Oregon nonstock bank,
its charter shall terminate, except for the purposes specified in ORS
711.190. [1997 c.631 §267](1) A financial institution with its head office or
any branches located in this state that follows the procedures prescribed
by the supervisory authority having jurisdiction over the converting
financial institution shall be granted a charter of an Oregon nonstock
bank by the Director of the Department of Consumer and Business Services
if the director finds that the converting financial institution meets the
standards of the Bank Act for the organization of such an Oregon nonstock
bank.

(2) An insured nonstock institution may apply to convert to an
Oregon nonstock bank and obtain a charter by filing with the director:

(a) A certificate signed by the chief executive officer of the
converting financial institution certifying that all necessary corporate
actions in compliance with the provisions of the laws of the supervisory
authority having jurisdiction over the converting financial institution
have been taken; and

(b) The articles of incorporation for the operation of the insured
nonstock institution as an Oregon nonstock bank, in accordance with the
requirements of ORS 707.120. [1997 c.631 §268]If an Oregon bank converts pursuant to ORS 711.065 to
711.080, the conversion shall be approved by:

(1) A majority of the full board of directors of the converting
Oregon bank, unless the articles or bylaws of the converting Oregon bank
required a greater percentage; and

(2) If the converting bank is an Oregon stock bank, a vote of a
majority of the outstanding stock of each class of voting shares at a
meeting called to consider the conversion, unless the articles or bylaws
of the converting Oregon bank required a greater percentage. [1997 c.631
§269](1) An Oregon bank or Oregon
trust company organized as a corporation under ORS chapter 707 or 709 may
be converted to a limited liability company. An Oregon bank or Oregon
trust company organized as a limited liability company may be converted
to a corporation. The conversion shall be accomplished by the approval of
a plan of conversion under ORS 711.095 and the filing of articles of
conversion under ORS 711.100.

(2) The plan of conversion shall set forth:

(a) The name of the Oregon bank or Oregon trust company prior to
the conversion;

(b) The name of the Oregon bank or Oregon trust company after the
conversion;

(c) A summary of the material terms and conditions of the
conversion;

(d) The manner and basis of converting the ownership interests of
each owner into the ownership interests or obligations of the converted
Oregon bank or Oregon trust company, or into cash or other property, in
whole or in part; and

(e) Any additional information required by the Director of the
Department of Consumer and Business Services.

(3) The plan of conversion may set forth other provisions relating
to the conversion. [2005 c.134 §6] (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 or 709.015 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 or 709.015 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] (1)
After a plan of conversion is approved under ORS 711.095, the converting
Oregon bank or Oregon trust company shall file articles of conversion
with the Director of the Department of Consumer and Business Services.
The articles shall:

(a) State the name and type of the business entity prior to
conversion;

(b) State the name and type of the business entity after
conversion; and

(c) Include the plan of conversion.

(2) The conversion takes effect on the date the articles of
conversion are filed with the director, unless the articles of conversion
state another effective date. [2005 c.134 §8](1)
A member of an Oregon bank or Oregon trust company that is organized as a
limited liability company may dissent to a plan of conversion under which
the Oregon bank or Oregon trust company is to be converted from a limited
liability company to a corporation.

(2) To perfect a member’s right to dissent to a plan of conversion
described in subsection (1) of this section, the member must send or
deliver a notice of dissent to the Oregon bank or Oregon trust company
prior to or at the meeting of the members at which the conversion is
submitted to a vote, or the member must vote against the conversion.

(3) A member may not dissent as to less than all the membership
interests held in the name of the member, except a member holding, as a
fiduciary or nominee, membership interests held in the member’s name for
the benefit of more than one beneficiary, may dissent as to less than all
of the membership interests held in the fiduciary or nominee’s name if
any dissent as to the membership interests held for a beneficiary is made
as to all the membership interests held by the fiduciary for that
beneficiary or nominee. The fiduciary’s rights shall be determined as if
the membership interests to which the fiduciary has dissented and the
other membership interests are held in the names of different members.

(4) Any member who dissented to a plan of conversion under this
section and who desires to receive the value in cash of the member’s
membership interests, shall make written demand upon the Oregon bank or
Oregon trust company and accompany the demand with the surrender of the
member’s certificates of membership interest, properly indorsed within 30
days after the meeting of the members at which the vote to approve the
plan of conversion was taken. Any member failing to make written demand
within the 30-day period shall be bound by the terms of the proposed plan
of conversion.

(5) Within 30 days after the plan of conversion becomes effective,
the Oregon bank or Oregon trust company shall give written notice thereof
to each dissenting member who has made demand under this section at the
address of the member on the membership books of the Oregon bank or
Oregon trust company, and shall make a written offer to each such member
to pay for the member’s membership interests at a specified price in
cash, determined by the Oregon bank or Oregon trust company to be the
fair value of the membership interests as of the effective date of the
conversion. The notice and offer shall be accompanied by a statement of
condition of the Oregon bank or Oregon trust company as of the latest
available date and not more than four months prior to the effective date
of the plan of conversion, and a statement of income of the Oregon bank
or Oregon trust company for the period ending on the date of the
statement of condition.

(6) Any member who accepts the offer of the Oregon bank or Oregon
trust company within 30 days following the date on which notice of the
offer was mailed or delivered to dissenting members shall be paid the
price per share offered in cash, within 30 days following the date on
which the member communicates acceptance in writing to the Oregon bank or
Oregon trust company. Upon payment, the dissenting member shall cease to
have any interest in the membership interests previously held by the
member.

(7) If within 30 days after notice of the offer, one or more
dissenting members do not accept the offer of the Oregon bank or Oregon
trust company or if no offer is made, then the value of the membership
interests of the dissenting members who have not accepted the offer shall
be ascertained, as of the effective date of the conversion, by an
independent, qualified appraiser chosen by the Director of the Department
of Consumer and Business Services. The valuation determined by the
appraiser shall govern and the appraiser’s valuation of the membership
interests is not appealable except for one or more of the reasons set
forth in ORS 36.705 (1)(a) to (d) for vacation of an arbitrator’s award,
and for one of the grounds for modification or correction of an
arbitrator’s award under ORS 36.710. Any appeal must be made within 30
days after the date of the appraiser’s valuation and is subject to ORS
183.415 to 183.500. The Oregon bank or Oregon trust company shall pay the
dissenting members the appraised value of the membership interests within
30 days after the date the appraiser sends the Oregon bank or Oregon
trust company written notice of the appraiser’s valuation.

(8) The director shall assess the reasonable costs and expenses of
the appraisal proceeding equally to the Oregon bank or Oregon trust
company and to the dissenting members, as a group, if the amount offered
by the Oregon bank or Oregon trust company is between 85 percent and 115
percent of the appraised value of the membership interests. The director
shall assess the reasonable costs and expenses of the appraisal
proceeding and the reasonable costs and expenses, including attorney fees
and costs, of the Oregon bank or Oregon trust company to the dissenting
members, as a group, if the amount offered by the Oregon bank or Oregon
trust company is 115 percent or more of the appraised value of the
membership interests. The director shall assess the reasonable costs and
expenses of the appraisal proceeding and the reasonable costs and
expenses, including attorney fees and costs, of the dissenting members,
as a group, to the Oregon bank or Oregon trust company if the amount
offered by the Oregon bank or Oregon trust company is 85 percent or less
of the appraised value of the membership interests. The director’s
decision regarding assessment of fees and costs may be appealed as
provided in ORS 183.415 to 183.500.

(9) Amounts required to be paid by the Oregon bank or Oregon trust
company, or by the dissenting members under this section shall be paid
within 30 days after the director’s assessment of any fees or costs
becomes final, or, if the director’s decision is appealed, within 30 days
after a final determination of the fees and costs is made.

(10) The director may require, as a condition of approving a plan
of conversion, the replacement of all or a portion of the members’ equity
of an Oregon bank or Oregon trust company.

(11) A dissenting member making a demand under subsection (4) of
this section may withdraw the demand if:

(a) The Oregon bank or Oregon trust company consents to the
withdrawal; or

(b) The dissenting member pays the member’s pro rata share of the
appraisal costs and the Oregon bank’s or Oregon trust company’s
reasonable costs and expenses, including attorney fees and costs.

(12) When a dissenting member withdraws the demand under subsection
(11) of this section, the member’s status as a member shall be restored,
without prejudice to any proceedings taking place in the interim. [2005
c.134 §13](Merger, Share Exchange and Acquisition)(1)
Subject to the provisions and requirements of ORS 711.130 to 711.145 and
713.270, any Oregon stock bank may merge with any insured stock
institution if the merger is permitted by the supervisory authority
having jurisdiction over the resulting insured stock institution.

(2) Subject to the provisions and requirements of ORS 711.130 to
711.145 and 713.270, ORS chapter 715 and applicable federal law, a
company may acquire all of the outstanding shares of one or more classes
or series of stock of an Oregon stock bank through a share exchange.
[1997 c.631 §270](1) For each Oregon stock bank
that is a party to a merger or that proposes to have its stock acquired
through a share exchange, the plan of merger or plan of share exchange
shall be approved by a majority of the entire board of directors of each
such Oregon stock bank. If an insured stock institution, other than an
Oregon stock bank, is a party to a merger with an Oregon stock bank, the
plan of merger shall be approved by such merging insured stock
institution’s board of directors to the extent required under the laws
applicable to such insured stock institution.

(2) A plan of merger shall contain at least:

(a) The name of each party to the merger and the name of the
resulting insured stock institution;

(b) The terms and conditions of the proposed merger;

(c) The manner and basis of converting the shares of each merging
insured stock institution into shares, obligations or other securities of
the resulting insured stock institution or a holding company of the
resulting insured stock institution or, in whole or part, into cash or
other property;

(d) A statement of any changes in the articles of incorporation of
the resulting insured stock institution to be put into effect by the plan
of merger; and

(e) Any other provisions with respect to the proposed merger that
the Director of the Department of Consumer and Business Services
determines to be necessary.

(3) A plan of share exchange shall contain at least:

(a) The name of the Oregon stock bank whose shares will be acquired
and the name of the acquiring company;

(b) The terms and conditions of the proposed share exchange;

(c) The manner and basis of the exchange of shares of the Oregon
stock bank for shares, obligations or other securities of the acquiring
company or of any other company or for cash or for other property in full
or in part;

(d) A statement of any changes in the articles of incorporation of
the acquired Oregon stock bank to be put into effect by the plan of share
exchange; and

(e) Any other provision with respect to the proposed share exchange
that the director determines to be necessary.

(4) After approval by the board of directors, the plan of merger or
plan of share exchange shall be submitted to the director for approval,
with a nonrefundable application fee of $3,000. Certified copies of the
authorizing resolutions of each board of directors, if any such
resolutions are required under applicable law, showing approval of the
plan of merger or plan of share exchange in accordance with subsection
(1) of this section shall also be submitted. For each Oregon stock bank
that is a party to a merger or is to be acquired through a share
exchange, the certified copies of the board resolutions shall also show
that the resolutions were approved by a majority of the entire board.
[1997 c.631 §271](1) Within 90 days after receiving
the materials and fee specified in ORS 711.130, unless the time is
extended by the Director of the Department of Consumer and Business
Services in concurrence with the applicants, the director shall approve
or disapprove the plan of merger or plan of share exchange. The director
shall approve the plan of merger or plan of share exchange if the
director finds that:

(a) The transaction conforms with the provision of the Bank Act;

(b) The transaction will not be detrimental to the safety and
soundness of the resulting Oregon stock bank or Oregon stock bank to be
acquired through a share exchange;

(c) The transaction is not contrary to the public interest; and

(d) The director is satisfied that the transaction is permitted by
the state or federal supervisory authority having jurisdiction over the
resulting insured stock institution or acquiring company.

(2) If the director disapproves a plan of merger or plan of share
exchange, the director shall state any objections in writing and give the
boards of the parties to the transaction an opportunity to amend the plan
of merger or plan of share exchange to obviate the objections. The
amended plan of merger or plan of share exchange shall be submitted to
the director for approval as if it were the original plan of merger or
plan of share exchange.

(3) Any of the parties to the transaction may appeal the decision
of the director as provided in ORS 183.415 to 183.500. [1997 c.631 §272](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 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
(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, 711.180 and 711.185, 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](1) In a merger involving an Oregon stock bank:

(a) If the resulting insured stock institution is an Oregon stock
bank, the merger shall, unless a later date is specified in the plan of
merger, become effective upon the filing with the Director of the
Department of Consumer and Business Services of the approved plan of
merger, copies of the resolutions of the stockholders of each party to
the merger, if shareholder approval is required under law applicable to
such merging insured stock institution, and evidence satisfactory to the
director that all federal regulatory requirements, if any, have been
satisfied. The charters of each Oregon stock bank that is a party to a
merger, unless it is the resulting insured stock institution, shall
terminate when the merger becomes effective.

(b) If the insured stock institution from a merger is an insured
stock institution other than an Oregon stock bank, the effective date and
time of the merger shall be determined under the laws governing the
resulting insured stock institution. The merger will be effective as to
each Oregon stock bank that is a party to the merger if copies of the
resolutions of the directors and shareholders of the Oregon stock bank
approving the plan of merger and evidence of the effective date and time
of the merger are filed with the director.

(c) If the resulting insured stock institution is an Oregon stock
bank, the director shall promptly issue to the Oregon stock bank a
certificate of merger specifying the names of the parties to the merger,
the name of the resulting Oregon stock bank and the date on which the
merger became effective as prescribed in this section. The certificate
shall be prima facie evidence of the merger and of the correctness of all
proceedings and may be recorded in any office for the recording of deeds
to evidence the new name in which the property of the merging insured
stock institutions is held.

(2) In a share exchange involving an Oregon stock bank:

(a) If the stock of an Oregon stock bank is to be acquired by a
company organized under the laws of this state, the share exchange shall,
unless a later date is specified in the plan of share exchange, become
effective upon the filing with the director of the approved plan of share
exchange, copies of the resolutions of the stockholders of the acquired
Oregon stock bank, and evidence satisfactory to the director that all
federal regulatory requirements, if any, have been satisfied.

(b) If the stock of the Oregon stock bank is to be acquired by a
company organized under the laws of a state other than Oregon, the
effective date and time of the share exchange shall be determined under
the laws governing such company. The share exchange will be effective as
to the acquired Oregon stock bank if copies of the resolutions of the
directors and shareholders of the Oregon stock bank approving the share
exchange and evidence of the effective date and time of the share
exchange are filed with the director. [1997 c.631 §274; 2005 c.22 §484]Subject to the provisions and requirements of ORS 711.155 to
711.165 and 713.270, an Oregon nonstock bank may merge with any insured
nonstock institution if the merger is permitted by the laws of the
supervisory authority having jurisdiction over the resulting insured
nonstock institution. [1997 c.631 §275](1) For each Oregon nonstock bank that is a party to a
merger, the plan of merger shall be approved by a majority of the entire
board of directors of each such Oregon nonstock bank. If an insured
nonstock institution, other than an Oregon nonstock bank, is a party to a
merger with an Oregon nonstock bank, the plan of merger shall be approved
by such insured nonstock institution’s board of directors to the extent
required under the laws applicable to such insured nonstock institution.

(2) The plan of merger shall contain:

(a) The name of each party to the merger and the name of the
resulting insured nonstock institution;

(b) The terms and conditions of the proposed merger;

(c) The manner and basis of converting the obligations or
securities of each merging insured nonstock institution into obligations
or other securities of the resulting insured nonstock institution or, in
whole or part, into cash or other property;

(d) A statement of any changes in the articles of incorporation of
the resulting insured nonstock institution to be put into effect by the
plan of merger; and

(e) Any other provisions with respect to the proposed merger that
the Director of the Department of Consumer and Business Services
determines to be necessary.

(3) After approval by the board of directors, the plan of merger
shall be submitted to the director for approval with a nonrefundable
application fee of $3,000. Certified copies of the authorizing
resolutions of each board of directors, if any such resolutions are
required under applicable law, showing approval of the plan of merger in
accordance with subsection (1) of this section shall also be submitted.
For each Oregon nonstock bank that is a party to a merger, the certified
copies of the board resolutions shall also show that the resolutions were
approved by a majority of the entire board.

(4) After approval by each board of directors of the plan of
merger, notice of the merger shall be delivered to the household of each
depositor of each Oregon nonstock bank unless the Oregon nonstock bank is
the resulting insured nonstock institution. Such notice shall include at
least the name of the resulting insured nonstock institution and the
location of its head office and may be included in any account statement
regularly delivered to such depositors. [1997 c.631 §276](1) Within 90 days after receiving the materials
and fee specified in ORS 711.155, unless the time is extended by the
Director of the Department of Consumer and Business Services in
concurrence with the applicants, the director shall approve or disapprove
the plan of merger. The director shall approve the plan of merger if the
director finds that:

(a) The resulting insured nonstock institution meets the
requirements of the Bank Act;

(b) The merger will not be detrimental to the safety and soundness
of the resulting insured nonstock institution;

(c) The merger is not contrary to the public interest; and

(d) The director is satisfied that the merger is permitted by the
state or federal supervisory authority having jurisdiction over the
resulting insured nonstock institution.

(2) If the director disapproves a plan of merger, the director
shall state any objections in writing and give the boards of the parties
to the merger an opportunity to amend the plan of merger to obviate the
objections. The amended plan of merger shall be submitted to the director
for approval as if it were the original plan of merger.

(3) Any of the parties to the merger may appeal the decision of the
director as provided in ORS 183.415 to 183.500. [1997 c.631 §277]
(1) If the resulting insured nonstock institution is an Oregon nonstock
bank, the merger shall, unless a later date is specified in the plan of
merger, become effective upon the filing with the Director of the
Department of Consumer and Business Services the approved plan of merger
and evidence satisfactory to the director that all federal regulatory
requirements, if any, have been satisfied. The charters of each Oregon
nonstock bank that is a party to the merger, other than the resulting
insured nonstock institution, shall terminate when the merger becomes
effective.

(2) If the resulting insured nonstock institution is an insured
nonstock institution, the effective date and time of the merger shall be
determined under the laws governing the resulting insured nonstock
institution. The merger will be effective as to each Oregon nonstock bank
that is a party to the merger when copies of the resolutions of the
directors of the Oregon nonstock bank approving the plan of merger and
evidence of the effective date and time of the merger are filed with the
director.

(3) If the resulting insured nonstock institution is an Oregon
nonstock bank, the director shall promptly issue to the resulting insured
nonstock institution a certificate of merger specifying the names of the
parties to the merger, the name of the resulting insured nonstock
institution, and the date on which the merger became effective as
prescribed in subsection (1) of this section. The certificate shall be
prima facie evidence of the merger and of the correctness of all
proceedings and may be recorded in any office for the recording of deeds
to evidence the new name in which the property of the merging insured
nonstock institutions is held. [1997 c.631 §278](1) Subject to the
provisions set forth in this section and ORS 713.270, an Oregon bank may
sell all or any portion of its assets or transfer all or any portion of
its liabilities, other than deposit liabilities, to any person and may
transfer all or any portion of its deposit liabilities to any insured
institution.

(2) An Oregon bank may sell all or substantially all of its assets
outside the ordinary course of business, transfer all or substantially
all the deposit liabilities of any of its branches or principal place of
business, or both, only with the prior written approval of the Director
of the Department of Consumer and Business Services.

(3) An acquisition transaction agreement shall be approved by a
majority of the entire board of directors of each Oregon bank that:

(a) Is selling assets or transferring deposit liabilities, or both,
requiring approval of the director under subsection (2) of this section;
or

(b) Is acquiring all or substantially all of the assets outside the
ordinary course of business, all or substantially all of the deposit
liabilities, or both, of another insured institution.

(4) After approval of the acquisition transaction agreement by the
board of directors of each Oregon bank that is subject to subsection (3)
of this section, the following shall be submitted to the director, if
required under subsection (2) of this section, for approval:

(a) A copy of the acquisition transaction agreement, which shall
contain the terms of conditions of the acquisition transaction;

(b) A nonrefundable application fee of $3,000;

(c) Certified copies of the authorizing resolutions of the board of
directors of each such Oregon bank showing approval of the acquisition
transaction agreement in accordance with subsection (3) of this section;
and

(d) Such other information as the director may require.

(5) If an Oregon stock bank proposes to transfer all or
substantially all of its assets outside the ordinary course of business,
all or substantially all of its deposit liabilities, or both, such Oregon
stock bank shall send to each of its stockholders, within 30 days after
approval by its board of directors, notice of the acquisition transaction
and a copy of ORS 711.175, 711.180 and 711.185. To be effective, each
Oregon stock bank that proposes to transfer all or substantially all of
its assets outside the ordinary course of business, all or substantially
all of its deposit liabilities, or both, shall have such acquisition
transaction approved by a vote of two-thirds of the outstanding stock of
each class of voting shares at a meeting called to consider the
acquisition transaction.

(6) Within 90 days after approval of the board of directors of each
Oregon nonstock bank that proposes to transfer all or substantially all
of its assets outside the ordinary course of business, all or
substantially all of its deposit liabilities, or both, each such Oregon
nonstock bank shall send notice of the acquisition transaction to the
household of each depositor of each such Oregon nonstock bank. Such
notice shall include at least the name of the acquiring person or insured
institution, the address of the head office of such person or insured
institution, and a statement that all or substantially all of the assets,
deposit liabilities, or both, will be acquired. Such notice may be
included in any account statement sent to such depositors.

(7) The director shall approve an acquisition transaction that is
subject to subsection (2) of this section if the director finds that the
acquisition transaction:

(a) Conforms with the provisions of the Bank Act;

(b) Will not be detrimental to the safety and soundness of an
Oregon bank that is a party to such an acquisition transaction;

(c) Is not contrary to the public interest; and

(d) If the acquiring person or insured institution is not an Oregon
bank, the director is satisfied that the acquisition transaction is
permitted by the supervisory authority, if any, having jurisdiction over
the acquiring person or insured institution.

(8) If the director disapproves an acquisition transaction that is
subject to subsection (2) of this section, the director shall state any
objections in writing and give the parties to the acquisition transaction
an opportunity to take actions to obviate the objections.

(9) Any party to an acquisition transaction agreement may appeal
the decision of the director as provided in ORS 183.415 to 183.500. [1997
c.631 §279](1) A stockholder of an
Oregon stock bank or Oregon trust company may dissent from the following:

(a) A plan of merger pursuant to which the Oregon stock bank or
Oregon trust company is not the resulting insured institution;

(b) A plan of merger pursuant to which the Oregon stock bank or
Oregon trust company is the resulting insured stock institution and the
number of its voting shares outstanding immediately after the merger,
plus the number of shares issuable as a result of the merger, either by
the conversion of securities issued pursuant to the merger or the
exercise of rights and warrants issued pursuant to the merger, will
exceed by more than 20 percent the total number of voting shares of the
resulting insured stock institution outstanding immediately before the
merger;

(c) A plan of share exchange pursuant to which the Oregon stock
bank or Oregon trust company in which the stockholder owns shares is
acquired;

(d) An acquisition transaction requiring the stockholder’s approval
pursuant to ORS 711.170 (5); and

(e) A plan of conversion pursuant to which the Oregon stock bank or
Oregon trust company is to be converted to a limited liability company.

(2) To perfect a stockholder’s right to dissent to a transaction
described in subsection (1) of this section, the stockholder must send or
deliver a notice of dissent to the Oregon stock bank or Oregon trust
company prior to or at the meeting of the stockholders at which the
transaction is submitted to a vote, or the stockholder must vote against
the transaction.

(3) A stockholder may not dissent as to less than all the shares
registered in the name of the stockholder, except a stockholder holding,
as a fiduciary or nominee, shares registered in the stockholder’s name
for the benefit of more than one beneficiary, may dissent as to less than
all of the shares registered in the fiduciary or nominee’s name if any
dissent as to the shares held for a beneficiary is made as to all the
shares held by the fiduciary for that beneficiary or nominee. The
fiduciary’s rights shall be determined as if the shares to which the
fiduciary has dissented and the other shares are registered in the names
of different stockholders. [1997 c.631 §280; 2005 c.134 §9](1) Any stockholder of an Oregon stock bank or Oregon
trust company who dissented to a transaction listed under ORS 711.175 (1)
and who desires to receive the value in cash of those shares, shall make
written demand upon the Oregon stock bank, Oregon trust company or its
successor and accompany the demand with the surrender of the share
certificates, properly indorsed within 30 days after the stockholders’
meeting at which a vote to approve the transaction involving an Oregon
stock bank or Oregon trust company was taken. Any stockholder failing to
make written demand within the 30-day period shall be bound by the terms
of the proposed plan of merger, plan of share exchange, plan of
conversion or acquisition transaction agreement.

(2) Within 30 days after a transaction listed under ORS 711.175 (1)
is effected, the Oregon stock bank, Oregon trust company or its successor
shall give written notice thereof to each dissenting stockholder who has
made demand under this section at the address of the stockholder on the
stock record books of the Oregon stock bank or Oregon trust company, and
shall make a written offer to each such stockholder to pay for the shares
at a specified price in cash determined by the Oregon stock bank, Oregon
trust company or its successor to be the fair value of the shares as of
the effective date of the transaction. The notice and offer shall be
accompanied by a statement of condition of the Oregon stock bank or
Oregon trust company, the shares of which the dissenting stockholder
held, as of the latest available date and not more than four months prior
to the consummation of the transaction, and a statement of income of the
Oregon stock bank or Oregon trust company for the period ending on the
date of the statement of condition.

(3) Any stockholder who accepts the offer of the Oregon stock bank,
Oregon trust company or its successor within 30 days following the date
on which notice of the offer was mailed or delivered to dissenting
stockholders shall be paid the price per share offered, in cash, within
30 days following the date on which the stockholder communicates
acceptance in writing to the Oregon stock bank, Oregon trust company or
its successor. Upon payment, the dissenting stockholder shall cease to
have any interest in the shares previously held by the stockholder.

(4) If, within 30 days after notice of the offer, one or more
dissenting stockholders do not accept the offer of the Oregon stock bank,
Oregon trust company or its successor or if no offer is made, then the
value of the shares of the dissenting stockholders who have not accepted
the offer shall be ascertained, as of the effective date of the
transaction, by an independent, qualified appraiser chosen by the
Director of the Department of Consumer and Business Services. The
valuation determined by the appraiser shall govern and the appraiser’s
valuation of the shares shall not be appealable except for one or more of
the reasons set forth in ORS 36.705 (1)(a) to (d) for vacation of an
arbitrator’s award, and for one of the grounds for modification or
correction of an arbitrator’s award under ORS 36.710. Any appeal must be
made within 30 days after the date of the appraiser’s valuation and is
subject to ORS 183.415 to 183.500. The Oregon stock bank, Oregon trust
company or its successor shall pay the dissenting shareholders the
appraised value of the shares within 30 days after the date the appraiser
sends the Oregon stock bank, Oregon trust company or its successor
written notice of the appraiser’s valuation.

(5) The director shall assess the reasonable costs and expenses of
the appraisal proceeding equally to the Oregon stock bank, Oregon trust
company or its successor and to the dissenting shareholders, as a group,
if the amount offered by the Oregon stock bank, Oregon trust company or
its successor is between 85 percent and 115 percent of the appraised
value of the shares. The director shall assess the reasonable costs and
expenses of the appraisal proceeding and the reasonable costs and
expenses, including attorney fees and costs, of the Oregon stock bank,
Oregon trust company or its successor to the dissenting stockholders, as
a group, if the amount offered by the Oregon stock bank, Oregon trust
company or its successor is 115 percent or more of the appraised value of
the shares. The director shall assess the reasonable costs and expenses
of the appraisal proceeding and the reasonable costs and expenses,
including attorney fees and costs, of the dissenting shareholders, as a
group, to the Oregon stock bank, Oregon trust company or its successor if
the amount offered by the Oregon stock bank, Oregon trust company or its
successor is 85 percent or less of the appraised value of the shares. The
director’s decision regarding assessment of fees and costs may be
appealed as provided in ORS 183.415 to 183.500.

(6) Amounts required to be paid by the Oregon stock bank, Oregon
trust company or its successors, or the dissenting shareholders under
this section shall be paid within 30 days after the director’s assessment
of any fees or costs becomes final or, if the director’s decision is
appealed, within 30 days after a final determination of the fees and
costs is made.

(7) The director may require, as a condition of approving a
transaction listed in ORS 711.175 (1), the replacement of all or a
portion of the stockholders’ equity of an Oregon stock bank or Oregon
trust company expended in payment to dissenting stockholders under this
section.

(8) A stockholder may not receive the fair value of the
stockholder’s shares under this section:

(a) If the plan of merger provides that all stockholders of the
Oregon stock bank receive common stock of a holding company pursuant to a
merger with an interim banking institution chartered under ORS 707.025,
the stockholder’s Oregon stock bank or Oregon trust company and the
interim banking institution are the only parties to the merger and the
stockholders’ relative interests in the holding company are in
substantially the same proportions as the stockholders’ relative
interests in the Oregon stock bank or Oregon trust company, except for
nominal changes in the stockholders’ interests resulting from elimination
of fractional shares;

(b) If the shares held by the dissenting stockholder immediately
before the effective date of a transaction listed in ORS 711.175 (1) are
listed on any national securities exchange or are listed for trading on
the National Association of Securities Dealers Automated Quotation stock
market on either the national market or smallcap market; or

(c) If the plan of stock exchange provides that all stockholders of
the Oregon stock bank or Oregon trust company receive stock of a holding
company pursuant to the plan of stock exchange with the result that the
stockholders’ relative interests in the holding company are in
substantially the same proportions as the stockholders’ relative
interests in the Oregon stock bank or Oregon trust company, except for
nominal changes in stockholders’ interests resulting from elimination of
fractional interests. [Formerly 711.045; 2003 c.598 §53; 2005 c.134 §10](1) A dissenting stockholder making a demand
under ORS 711.180 may withdraw the demand if:

(a) The Oregon stock bank, Oregon trust company or its successor
consents to the withdrawal; or

(b) The dissenting stockholder pays the stockholder’s pro rata
share of the appraisal costs and the Oregon stock bank’s or Oregon trust
company’s reasonable costs and expenses, including attorney fees and
costs.

(2) When a dissenting stockholder withdraws the demand under
subsection (1) of this section, the stockholder’s status as a stockholder
shall be restored, without prejudice to any corporate proceedings taking
place in the interim. [1997 c.631 §281; 2005 c.134 §11](General Provisions)(1)
When a merger or conversion of an Oregon bank becomes effective:

(a) The separate existence of each Oregon bank participating in the
plan of merger or conversion, except the existence of the resulting
financial institution, ends; and

(b) The resulting financial institution is an entity with all the
property, rights, powers and duties of all parties to the merger or the
converting financial institution, except as affected by the laws
applicable to the resulting financial institution and by the charter,
articles of incorporation and bylaws of the resulting financial
institution.

(2) All property, debts, choses in action and every other interest
of each merging or converting financial institution are transferred to
and vested in the resulting financial institution without any further act
or deed of any party to the merger or conversion. The title to or any
interest in any real estate vested in any merging or converting financial
institution may not revert or be impaired because of the merger or
conversion.

(3) When a merger or conversion becomes effective, the resulting
financial institution shall be liable for all liabilities and obligations
of each of the merging or converting financial institutions. Any existing
or pending claim, action or proceeding by or against any merging or
converting financial institution may be prosecuted as if the merger or
conversion had not taken place, or the resulting financial institution
may be substituted in its place. A merger or conversion may not impair
the rights of creditors or depositors of a merging or converting
financial institution or any liens upon the property of a merging or
converting financial institution.

(4) Unless prohibited under applicable law, a resulting financial
institution may use the name of the merging financial institution or the
converting financial institution whenever it can do any act under the
name more conveniently.

(5) Any reference to a merging or converting financial institution
in any writing, whether executed or taking effect before or after the
merger or conversion, is a reference to the resulting financial
institution if consistent with the other provisions of the writing, and
if the resulting financial institution is authorized to exercise the
powers conferred or required by the writing. [Formerly 711.040]If a merger, conversion or acquisition of an Oregon bank
involves a trust company, the Director of the Department of Consumer and
Business Services shall not approve the merger, conversion, or
acquisition until satisfied that adequate provision has been made for
successor fiduciaries. [1997 c.631 §282]If, pursuant to a merger or conversion of a financial institution,
the resulting or converting financial institution is an Oregon bank and
has assets or liabilities in this state that do not conform to the
requirements of applicable law or carries on business activities that are
not permitted for the resulting or converting financial institution, the
Director of the Department of Consumer and Business Services may:

(1) Permit the resulting or converting financial institution to
retain the nonconforming assets or liabilities or to continue the
otherwise unpermitted activities for such periods and subject to such
conditions and limitations as the director determines, by rule or order,
will not be injurious to the safety and soundness of the resulting or
converting financial institution; or

(2) Grant the resulting or converting financial institution a
reasonable time to conform with applicable law. [Formerly 711.055]
Without approval by the Director of the Department of Consumer and
Business Services, an asset shall not be carried on the books of a
resulting or converting financial institution that is an Oregon bank at a
valuation higher than that on the books of the resulting or converting
financial institution at the time of its last examination prior to the
effective date of the merger or conversion. [Formerly 711.060]VOLUNTARY LIQUIDATION; DISSOLUTIONAn institution may go into
voluntary liquidation by vote of its stockholders owning at least
two-thirds of its capital stock. The institution shall first obtain the
written consent of the Director of the Department of Consumer and
Business Services. Before consenting to the liquidation, the director may
require a special examination of the condition and affairs of the
institution. The institution shall pay the actual costs of the
examination as provided in ORS 706.544. [Amended by 1973 c.797 §238; 1985
c.762 §43; 1985 c.786 §40; 1999 c.59 §220] In a
transaction where a purchasing insured institution assumes or agrees to
pay all the liabilities of a liquidating institution, ORS 711.220 to
711.235 do not apply. [1973 c.797 §239; 1997 c.631 §239]
(1) If a vote is taken authorizing the voluntary liquidation of an
institution, the board of directors shall cause to be published in a
newspaper of general circulation in the city, town or county in which the
principal office of the institution is located, at least once a week for
four consecutive weeks, notice of the liquidation notifying depositors,
other creditors or claimants to present their claims for payment.

(2) Claims of depositors shall be paid upon the presentation of a
check, passbook, certificate of deposit or other instrument required for
payment before the institution went into voluntary liquidation. Disputed
claims shall be presented in writing for allowance or rejection in the
manner provided in ORS 711.230 for claims of other creditors.

(3) Within 60 days after the last publication of the notice
provided for in this section, an institution in voluntary liquidation
shall mail a written notice of its intention to liquidate to the
last-known address of all depositors and other creditors who have not yet
claimed the full amount shown to be due them according to the records of
the institution. [Amended by 1973 c.797 §240] (1) All deposits
that remain unclaimed after six months from the date of the written
notice mentioned in ORS 711.220 (3), shall be reported and transferred by
the Oregon stock bank to the Department of State Lands as unclaimed
property under ORS 98.302 to 98.436 and 98.992.

(2) A copy of the report of unclaimed deposits filed with the
Department of State Lands shall be filed with the Director of the
Department of Consumer and Business Services. [Amended by 1957 c.670 §33;
1959 c.138 §1; 1973 c.797 §241; 1993 c.694 §36; 1997 c.631 §240] (1)
Claims of all persons, other than depositors, against the institution
shall be presented in writing to the institution within one year after
the date of first publication provided for in ORS 711.220, unless barred
by an earlier period of limitation. Claims arising out of the expense of
liquidation may be filed at any time prior to the closing of the
liquidation.

(2) The board of directors shall, within 30 days after the
presentment of a claim, allow or reject the claim, in whole or in part,
noting the same in their minutes. The board shall notify the claimants in
writing of its action, either by personal service or by mail. Any claim
rejected or disallowed is barred unless action to adjudicate the claim is
commenced within 60 days after the date of service or mailing of notice
of disallowance or rejection.

(3) The board of directors may extend the time within which to
receive claims and continue the liquidation after the expiration of the
time allowed in this section for the filing of claims. Any new claims
filed after the time shall be allowed and paid or rejected in the same
manner as provided for other claims. If the liquidation is continued, the
transfer of unclaimed deposits to the Department of State Lands may be
delayed to such time as designated by the Director of the Department of
Consumer and Business Services. [Amended by 1959 c.138 §2; 1973 c.797
§242](1) After the expiration of the time provided in ORS 711.230 for
the filing of claims or if the board of directors has extended the time
of liquidation then after the time set by them and after payment of
unclaimed deposits to the Department of State Lands, the board of
directors shall make a complete report of the liquidation to the Director
of the Department of Consumer and Business Services and shall certify to
the director that all claims have been paid or finally determined.

(2) Any claims received and approved after the report has been
filed with the director shall be paid if the remaining assets are
sufficient.

(3) When the report has been approved by the director the board of
directors may proceed to liquidate the remaining assets and distribute
them to the stockholders or other persons entitled to receive them
according to their respective rights and interests without further report
to the director. [Amended by 1959 c.138 §3; 1973 c.797 §243] The Director of the
Department of Consumer and Business Services shall supervise and control
an institution in voluntary liquidation until the final report is filed
to the same extent the director supervises and controls any other
institution. [Amended by 1973 c.797 §244](1) An institution may not engage in banking
business or transact trust business if the institution:

(a) Goes into voluntary liquidation;

(b) Is closed because of insolvency;

(c) Sells all or substantially all of its assets to another
institution that takes over and assumes all or substantially all of its
deposit liabilities; or

(d) Does not engage in banking business or transact trust business
for a period of one year.

(2) An institution shall, within one year after it ceases to do a
banking business or trust business, amend its articles of incorporation
by eliminating the power to engage in a banking business or trust
business or it is dissolved and shall not be reinstated and shall
surrender its charter. For the purpose of winding up its affairs, the
institution may continue as a body corporate for a period of five years
from the date it stops doing a banking business or trust business, and as
such:

(a) The dissolution of the institution shall not take away or
impair any remedy available to or against such institution, its
directors, officers or shareholders for any right or claim existing or
any liability incurred prior to such dissolution if an action or other
proceeding thereon is commenced within five years after the date of
issuance of a certificate of dissolution or filing of a judgment of
dissolution. Any other action or proceeding by or against the institution
may be prosecuted or defended by the institution in its corporate name.
The shareholders, directors and officers shall have power to take such
corporate or other action as shall be appropriate to protect such remedy,
right or claim. If such institution was dissolved by the expiration of
its period of duration, such institution may amend its articles of
incorporation at any time during such period of five years so as to
extend its period of duration.

(b) Whenever any such institution is the owner of real or personal
property, or claims any interest or lien whatsoever in any real or
personal property, such institution shall continue to exist during such
five-year period for the purpose of conveying, transferring and releasing
such real or personal property or interest or lien therein. Such
institution shall continue, after the expiration of such five-year
period, to exist as a body corporate for the purpose of being made a
party to and being sued in any action, suit or proceeding against it
involving the title to any such real or personal property or any interest
therein, and not otherwise. Any such action, suit or proceeding may be
instituted and maintained against any such institution as might have been
had prior to the expiration of said five-year period. This section shall
not be construed as affecting or suspending any statute of limitations
applicable to any suit, action or proceeding instituted under this
section.

(c) For the purpose of service of any process, notice or demand
within the prescribed time following such dissolution, the Director of
the Department of Consumer and Business Services shall be an agent of the
dissolved institution upon whom service may be made. [Amended by 1959
c.54 §1; 1973 c.797 §245; 1987 c.197 §7; 1989 c.324 §54; 1997 c.631 §241;
2003 c.576 §549]INSOLVENCY; LIQUIDATION BY DIRECTOR The circuit court of the county in which the
principal office of an institution is located:

(1) Shall, as directed in ORS 711.400 to 711.615, supervise the
liquidation of an institution; and

(2) Is referred to in ORS 711.400 to 711.615 as the supervising
court. [1973 c.797 §250] An institution
will be deemed insolvent when any of the following occurs:

(1) The fair market value of the assets of the institution is
insufficient to pay its liabilities, other than liability on account of
capital debentures. In determining the value of its assets, bonds held by
the institution shall be valued in accordance with rules promulgated by
the Director of the Department of Consumer and Business Services pursuant
to ORS 183.310, 183.315, 183.330, 183.335 and 183.341 to 183.410.

(2) An Oregon stock bank fails to make good its reserve
requirements under applicable law for a period of 30 days.

(3) The institution cannot meet its obligations or the demands upon
it as they become due. [Amended by 1973 c.797 §251; 1975 c.544 §35; 1997
c.631 §242]All transfers of assets made after the
commission of an act of insolvency or in contemplation of insolvency, to
prevent the application of the assets in the manner prescribed by the
Bank Act or to the preference of one creditor to another are void.
[Amended by 1973 c.797 §252]
A director, officer or employee of an Oregon stock bank shall not receive
or permit to be received any deposit in excess of the insurance that the
Oregon stock bank holds for its deposits under ORS 708A.405, if the
director, officer or employee knows that the Oregon stock bank is
insolvent. [Amended by 1973 c.797 §253; 1985 c.786 §41; 1997 c.631 §243] After
an Oregon stock bank commits an act of insolvency or the insurance
required for its deposits under ORS 708A.405 is canceled by the insurer,
the Director of the Department of Consumer and Business Services may take
possession of the property and affairs of the Oregon stock bank and
proceed to liquidate it as provided for an insolvent Oregon stock bank
under ORS 711.400 to 711.615. [1975 c.544 §34; 1985 c.786 §42; 1997 c.631
§244] (1) An
institution may place its property and affairs under the control of the
Director of the Department of Consumer and Business Services to be
liquidated by notifying the director of its proposed action and by
posting a notice on its doors as follows: “This Bank (or Trust Company)
Is Under the Control of the Department of Consumer and Business Services.”

(2) The posting of the notice or the taking possession of an
institution by the director is sufficient to place all its property and
affairs of whatever nature in the possession of the director and operates
as a bar and dissolution to any attachment proceedings. [Amended by 1973
c.797 §254; 1975 c.544 §36; 1987 c.373 §54](1) If the Director of the Department of Consumer and Business
Services determines upon taking charge of an institution that it is only
temporarily short of available funds and that its assets are sufficient
to pay its liabilities, leaving its stockholders’ equity unimpaired, or
the stockholders will arrange to make good its stockholders’ equity, if
impaired, the director may permit the officers and directors of the
institution to arrange with its depositors and creditors for an extension
of time for payment of the depositors and creditors.

(2) When the director is satisfied that the stockholders’ equity of
the institution has been brought into conformance with the Bank Act, the
institution is solvent and has funds on hand with which to meet the
demands made on it in the ordinary course of business, and the
institution has arranged with its depositors and creditors for an
extension of time to enable the institution to realize on its assets to
meet the obligations, the director may within 60 days after taking charge
of the institution permit it to resume business.

(3) The institution shall pay, at the actual per diem cost, for the
service of the director and the employees of the director in taking
charge of and looking after the affairs of the institution during the
time it was under control of the director. The money so received shall be
deposited with the State Treasurer to be credited to the Consumer and
Business Services Fund. [Amended by 1973 c.797 §255; 1997 c.631 §245](1) Notice shall be given to the Director of
the Department of Consumer and Business Services before a receiver is
appointed by any court or a deed of assignment for the benefit of
creditors is filed in any court for an institution unless it is necessary
so to do in order to preserve the assets of the institution.

(2) The director may, within five days after the service of the
notice upon the director, take possession of the institution, in which
case no further proceedings shall be had upon the application for the
appointment of receiver or under the deed of assignment. If a receiver
has been appointed or the assignee has entered upon the administration of
the trust of the assignee, the appointment shall be vacated or the
assignee shall be removed upon application of the director to the court.

(3) The director shall proceed to administer the assets of the
institution as provided in ORS 711.475 to 711.510. [Amended by 1973 c.797
§256](1) Upon taking possession of the
property and business of an institution, the Director of the Department
of Consumer and Business Services shall give written notice of the fact
to all persons holding or in possession of any assets of the institution.

(2) A person knowing that the director has taken possession of an
institution shall not have a lien or charge for any payment advanced or
any clearance thereafter made, or liability thereafter incurred, against
any of the assets of the institution. [Amended by 1973 c.797 §257]An institution may not apply to the supervising
court for an order requiring the Director of the Department of Consumer
and Business Services to show cause why the director should not be
enjoined from continuing possession pursuant to ORS 711.419. [Amended by
1973 c.797 §258; 1975 c.544 §37; 1985 c.786 §43](1) Upon taking possession of the business and
property of an insolvent Oregon stock bank, the deposits of which are to
any extent insured by the Federal Deposit Insurance Corporation, if the
Federal Deposit Insurance Corporation will accept the duty of liquidating
the Oregon stock bank, the Director of the Department of Consumer and
Business Services may appoint without bond the Federal Deposit Insurance
Corporation to act as receiver for the Oregon stock bank. When so
appointed the Federal Deposit Insurance Corporation shall exercise all
the powers and perform all the duties of the director in connection with
the liquidation of Oregon stock banks.

(2) Upon being notified in writing of the acceptance of the
appointment, the director shall file a certificate evidencing the
appointment of the Federal Deposit Insurance Corporation in the office of
the director. Upon the filing of the certificate the possession of all
the assets, business and property of the Oregon stock bank except those
securities pledged under ORS 295.015 shall be transferred from the Oregon
stock bank and the director to the Federal Deposit Insurance Corporation,
and without the execution of any instruments of conveyance, assignment,
transfer or indorsement the title to all such assets and property shall
vest in the Federal Deposit Insurance Corporation. The director shall be
relieved from all responsibility and liability in respect to the
liquidation of the Oregon stock bank. [Amended by 1973 c.797 §259; 1983
c.296 §11; 1993 c.98 §25; 1997 c.631 §246]If any Oregon stock bank in which the deposits are to any
extent insured by the Federal Deposit Insurance Corporation is closed for
the purpose of liquidation without adequate provision being made for the
payment of its depositors and if the Federal Deposit Insurance
Corporation pays or makes available for payment the insured deposit
liabilities of the closed insured Oregon stock bank, the Federal Deposit
Insurance Corporation is subrogated to all rights against the closed
insured Oregon stock bank of the owners of deposits to the extent of any
payments made by the corporation to the depositors. [Amended by 1973
c.797 §260; 1997 c.631 §247]
Upon taking possession of the property of an institution to liquidate its
affairs, the Director of the Department of Consumer and Business Services
shall:

(1) Inventory the assets of the institution. The inventory shall be
prepared in duplicate with one copy filed in the office of the director
and one in the office of the clerk of the county in which the principal
office of the institution is located.

(2) Within a reasonable time, file with the clerk of the
supervising court a notice that the director has taken possession and the
time of taking possession.

(3) Proceed to liquidate the affairs of the institution, collect
debts due the institution and do what is necessary to preserve the assets
and business of the institution. [Amended by 1973 c.797 §261] (1) Upon order of the supervising court,
the Director of the Department of Consumer and Business Services may:

(a) Sell or compromise any bad or doubtful debts, including the
individual liability of any stockholder of the institution.

(b) Sell all or any of the real estate and personal property of the
institution on terms directed by the supervising court.

(2) The director, upon compliance with the terms of the sale of
property, shall execute and deliver to the purchaser of the property the
necessary deeds or instruments to evidence the passing of the title. If
the real estate is situated outside the county in which the principal
office of the institution is located, a certified copy of the order
authorizing and ratifying the sale shall be filed in the office of the
clerk of the county in which the property is situated. [Amended by 1973
c.797 §262] The
Director of the Department of Consumer and Business Services may, after
the director has obtained the consent of the supervising court, borrow
funds from any source available to be used for distribution among
depositors or other creditors of the institution in the process of
liquidation, or for expense of liquidation or preservation of the assets
of the institution. To secure the loan, the director may pledge, on terms
fixed by the lender and agreed to by the director, all or any portion of
the assets of the institution. The director is not personally obligated
to pay the loans. [Amended by 1973 c.797 §263]If the assets of an
insolvent institution are sold to a new institution and the new
institution assumes any or all of the deposit liabilities of the
insolvent institution with the approval of the Director of the Department
of Consumer and Business Services and the supervising court, the new
institution may be organized with a capital stock equal to the capital
stock of the insolvent institution without regard to the capital
requirements of ORS 707.050. [Amended by 1973 c.797 §264]If an institution becomes insolvent and is taken in charge by
the Director of the Department of Consumer and Business Services for
liquidation, the director may maintain an action against any stockholder,
whose stock or assessment on the stock has not been fully paid, for the
collection of the unpaid balance. The action may be prosecuted against
one or more stockholders, singly or collectively. [Amended by 1973 c.797
§265](1) Stockholders in an institution who have transferred their stock or
registered the transfer of their stock within 60 days before the date of
the closing of the institution or with the knowledge of the impending
closing or failure, are liable, as if the transfer had not been made, to
the extent that the subsequent transferee fails to pay the unpaid balance
on the stock. This subsection does not affect any recourse which a former
stockholder might otherwise have against those in whose name the stock is
registered at the time the institution closes.

(2) An action may not be brought by the holder of any stock
standing in the name of the stockholder on the books of an institution at
the time it closes which will relieve the stockholder of liability as a
stockholder. [Amended by 1973 c.797 §266]A person holding stock of an institution as a fiduciary, as
collateral security or in pledge, is not personally subject to any
liability as a stockholder. The person pledging the stock is liable as a
stockholder. The estate and funds in the hands of the fiduciary are
liable to the same extent as the testator, intestate, protected person or
person interested in the trust fund would be liable if able to act and
hold the stock in the name of that person. [Amended by 1973 c.797 §267;
1973 c.823 §146; 1974 c.36 §27](1) The moneys collected by the Director of the Department of
Consumer and Business Services under ORS 711.495 shall be, from time to
time, deposited in one or more insured institutions, subject to the order
of the director.

(2) The director may require any bank in which the director
deposits money under this section to furnish security therefor
satisfactory to the director for the safekeeping and prompt payment of
the money deposited. [Amended by 1973 c.797 §268; 1997 c.631 §248] (1) As
used in ORS 711.515 to 711.525, “depositor” includes purchasers or
holders in due course of certificates of deposit, cashiers’ checks,
certified checks, outstanding unpaid drafts drawn or issued by an Oregon
stock bank, unsecured letters of credit and unsecured drafts accepted by
the Oregon stock bank if the instruments enumerated are issued pursuant
to cash or credit actually received or realized by the Oregon stock bank.

(2) A depositor or deposit, including deposits of the State of
Oregon or any county, city or political subdivision thereof, shall not
have a preference or prior lien on any assets of an insolvent Oregon
stock bank over the claims of other depositors or deposits, unless the
assets have been pledged as security in compliance with the provisions of
law. This subsection does not apply to any claims or demands involving
funds held by an Oregon stock bank under an express oral or written trust
agreement, where a preference to the trust funds may be established by
evidence satisfactory to the Director of the Department of Consumer and
Business Services and the supervising court. [Amended by 1973 c.797 §269;
1997 c.631 §249]If an Oregon stock bank becomes
insolvent or goes into voluntary or involuntary liquidation, the assets
of the Oregon stock bank shall be applied in the following order of
priority:

(1) First, if collateral has been pledged under ORS 295.015 and
assets have been pledged under ORS 709.030, to the benefit of those for
whom the collateral and assets have been pledged;

(2) Second, to pay the expenses of liquidation;

(3) Third, to satisfy the amount due the depositors; and

(4) Fourth, to satisfy the amount due sellers of federal funds.
[Amended by 1973 c.797 §270; 1993 c.373 §1; 1997 c.631 §250; 1999 c.311
§5]
Interest on unsecured interest-bearing deposits and on secured
interest-bearing deposits other than public funds shall stop on the date
any Oregon stock bank is placed in the hands of the Director of the
Department of Consumer and Business Services for liquidation. Interest on
public funds that are secured as provided in ORS chapter 295, shall
continue at the rate being paid by the Oregon stock bank prior to the
time it closed. [Amended by 1973 c.797 §271; 1997 c.631 §251] The Director of the
Department of Consumer and Business Services shall cause notice to be
given by advertisement, in a newspaper of the choice of the director,
weekly for four consecutive weeks, notifying persons with claims against
an institution which the director has taken possession of for the purpose
of liquidating its affairs, to present the claim to the director, with
legal proof of the claim, at a designated place on or before the
expiration of 60 days after the date of the first publication of the
notice. The notice shall state the date of the first publication. The
director shall mail a similar notice to all persons whose names appear as
creditors upon the books of the institution. Failure to mail the notice
to any creditor does not give the creditor any right or impose any
liability on the director. [Amended by 1973 c.797 §272]
(1) All claims shall be verified and filed with the Director of the
Department of Consumer and Business Services. If a claimant asserts a
preference other than the preference given in ORS 711.520 to depositors,
the claim shall include a demand for preference and a statement of the
grounds upon which preference is claimed.

(2) Any claim for preference shall be filed with the director and
the supervising court, before the expiration of the time fixed under ORS
711.530 in the notice to creditors. If a claim for preference is not
filed within the designated time, it is barred. [Amended by 1973 c.797
§273] (1) Within a reasonable
time after the expiration of the time fixed in the notice to creditors,
the Director of the Department of Consumer and Business Services shall
approve or reject, in whole or in part, every claim filed.

(2) Depositors’ claims that assert no priority or preference other
than the preference given under ORS 711.520 to depositors and that are
filed after the expiration of the time fixed in the notice to creditors
for the filing of all claims shall be approved or rejected, in whole or
in part, within a reasonable time after the claims are filed with the
director.

(3) The approval or rejection of any claim by the director shall be
indorsed in writing upon the claim and the director need not state the
reasons for the approval or rejection. The director may at any time alter
or amend the previous approval or rejection of any claim. [Amended by
1973 c.797 §274; 2003 c.14 §443] (1) If a creditor of the
closed institution or any interested party objects to the action of the
Director of the Department of Consumer and Business Services in allowing
in whole or in part any claim filed with the director, the creditor
shall, within 10 days after the list of allowed claims has been filed
with the clerk of the supervising court, make and file with the clerk of
the supervising court a verified statement of the objections of the
creditor. The statement shall state the facts and reasons upon which the
objections are based and include a notice that the objecting party
appeals to the supervising court. Objections to the approval of any claim
may be made at any time but, if not filed within the 10-day period, the
objections shall apply only to that portion of the claim which has not
yet been paid.

(2) A copy of the objections and notice shall be served upon the
director and upon the creditor whose claim is challenged. Proof of the
service shall be filed in the supervising court with the statement of
objections.

(3) The statement of objection filed in the supervising court shall
also have attached to it a copy, certified as correct by the director, of
the claim so approved and the approval of the claim indorsed thereon by
the director. [Amended by 1973 c.797 §275] (1) If the Director of
the Department of Consumer and Business Services rejects any claim in
whole or in part written notice of the rejection shall be given to the
claimant, either in person or by mail. If notice by mail is given it is
sufficient that the notice be sent to the address indicated by the
claimant on the proof of claim filed with the director. If no address is
given, then it is sufficient if the notice is mailed to the last address
of the claimant as shown by the books and records of the closed
institution. If notice of rejection is given by mail, the notice is
considered to have been given by the director on the day when the notice
of rejection is properly addressed and deposited in the mails, postage
prepaid. Proof of giving of notice of rejection by the director shall be
made by affidavit, and the affidavit shall be prima facie evidence of the
giving of notice. The affidavit shall be filed in the office of the
director.

(2) Within 30 days after the giving of the notice of rejection, the
claimant, may appeal the rejection by serving the director with notice of
appeal and by filing the notice with the clerk of the supervising court
with proof of service of the notice upon the director and a copy,
certified as correct by the director, of the rejected claim and the
indorsement made thereon by the director. [Amended by 1973 c.797 §276] (1) After the filing
of objections under ORS 711.545 or the filing of the notice and other
papers under ORS 711.550 and upon the motion of any of the parties in
interest, the supervising court, upon notice to all the parties, shall
set the matter for trial.

(2) The trial shall be held in a summary manner upon the documents
filed with the court. The person filing the statement of objection or the
claimant whose claim was rejected has the burden of proof.

(3) An appeal from the decision of the supervising court to the
appellate court may be taken by either party as from any other judgment
of the supervising court. [1973 c.797 §277; 2003 c.576 §550] A party to
the proceedings upon any hearing provided for in ORS 711.554 shall not
recover costs or disbursements from any other party. [Amended by 1973
c.797 §278] Depositors’ claims
presented and allowed after the expiration of the time fixed in the
notice to creditors may be paid the amount of all prior dividends
therein, if there are sufficient funds, and share in the distribution of
the remaining assets in the hands of the Director of the Department of
Consumer and Business Services equitably applicable thereto. [Amended by
1973 c.797 §279] To
facilitate the final closing of the liquidation of the institution, the
supervising court may, by order, bar all claims at any time after one
year from the date of the first publication of notice to creditors under
ORS 711.530. [1973 c.797 §280] (1) Upon the expiration of the time fixed
under ORS 711.530 for the presentation of claims, the Director of the
Department of Consumer and Business Services shall make in duplicate a
list of the claims presented specifying whether the claims have been
approved, rejected or neither approved nor rejected pending further
investigation. The list shall also note which claims have been presented
to the supervising court for appeal. One copy of the list shall be filed
in the office of the director and one in the office of the clerk of the
supervising court.

(2) The director shall, in like manner, make and file supplemental
lists showing all claims presented subsequent to the filing of the first
list.

(3) The lists shall be filed in the supervising court at least 15
days before the payment of any dividend on the claims or the payment of
any preferred claims. [Amended by 1973 c.797 §281]The directors of an institution who vote for or
assent to any distribution of assets of the institution to its
stockholders during the liquidation of the institution without the
payment and discharge of, or making adequate provision for, all known
liabilities of the institution shall be jointly and severally liable to
the institution for the value of the assets which are distributed, to the
extent that the liabilities of the institution are not thereafter paid
and discharged. [1973 c.797 §282] At any time after the expiration
of the date fixed for the presentation of claims under ORS 711.530 the
Director of the Department of Consumer and Business Services may, out of
the funds remaining in the hands of the director after the payment of
expenses, declare one or more dividends. After the expiration of one year
from the first publication of notice to creditors the director may
declare a final dividend. The dividends shall be paid to the persons, in
the amounts and upon the notice as may be directed by the supervising
court. [Amended by 1973 c.797 §283] (1) Any person who
would be entitled to withdraw a deposit under ORS 708A.430 may claim the
deposit and receive dividends thereon, or if claim has been made it may
be amended after the death of the claimant so that future dividends are
paid to the person entitled thereto under ORS 708A.430.

(2) If any claim is more than $500, dividends may be paid to the
person entitled thereto, as provided in ORS 708A.430, if the Director of
the Department of Consumer and Business Services is satisfied that the
total dividends to be paid after the death of the claimant are less than
$100.

(3) The director is under no obligation to determine the
relationship of the affiants to the deceased depositor and the payment of
dividends made in good faith to parties making the affidavit shall be a
release of the director for the amount of the dividends so paid. [1973
c.797 §284; 1997 c.631 §251a] (1) If an
institution, at the time the Director of the Department of Consumer and
Business Services takes possession of its property and business, has in
its possession, as bailee, for safekeeping and storage, any valuable
personal property, or has rented any vaults, safes or safe deposit boxes
or any portion thereof for the storage of property of any kind, the
director may mail a notice to the person claiming to be or appearing upon
the institution’s books to be the owner of the property, or the person in
whose name the safe, vault or box stands notifying them to remove the
property within a period fixed by the notice but not less than 90 days
after the date the notice is mailed. The notice shall be in writing and
sent by registered mail or by certified mail with return receipt directed
to the person at the person’s post-office address as recorded upon the
books of the institution. The director shall allow a person access to the
institution so that the person may remove the person’s property stored or
kept with the institution as described in this subsection. The director
may require that the person show identification reasonably identifying
the person as the person whose name appears as owner of the property on
the institution’s books or as the person in whose name the safe, vault or
box stands. The director may limit access to normal business hours.

(2) Upon the date fixed by the notice, the contract, if any,
between a person and the institution for the storage of the property or
for the use of the safe, vault or box is terminated, and the amount of
the unearned rent or charges, if any, paid by the person becomes a debt
of the institution to the person.

(3) After the date fixed in the notice the safe, vault or box may
be opened in the presence of the director, and a witness who is not an
officer or employee of the institution. A list and description of the
property shall be made by the person opening the safe, vault or box and
shall be attached to the property. The director shall keep the property
in one of the general safes or boxes of the institution until it is
delivered to the person entitled to receive it or is disposed of as
provided in ORS 711.582. [Amended by 1973 c.797 §285; 1981 c.397 §1; 1991
c.249 §67] (1) If
property is not removed within six months after the time fixed by the
notice of the Director of the Department of Consumer and Business
Services under ORS 711.580, the director may sell the property under the
direction of the supervising court. The proceeds of the sale shall be
held for the benefit of the person entitled to the property. Any funds
which have not been claimed within two years after the final order
closing the liquidation of the institution may be disposed of in the
manner prescribed in ORS 711.590 for unclaimed dividends and deposits.

(2) If papers or other articles which have no value and cannot be
sold are not removed within six months after the time fixed in the notice
of the director, the director shall store the papers and articles with
the records of the insolvent institution. One year after the final order
closing the liquidation of the institution the papers and articles may be
destroyed in the manner prescribed in ORS 711.595 for the records of an
insolvent institution. [1973 c.797 §286](1) When the Director of the
Department of Consumer and Business Services has paid to each depositor
and creditor of the institution whose claim as a depositor or creditor
has been proved and allowed, the full amount of the claim and has made
proper provision for unclaimed or unpaid deposits or dividends and has
paid all the expenses of the liquidation, the director shall call a
meeting of the stockholders of the institution by giving notice of the
meeting for 30 days in one or more newspapers circulated in the county in
which the principal office of the institution is located. At the meeting
the stockholders shall select, by ballot, one or more agents to
administer the assets and wind up the affairs of the institution. A
majority of the stock present and voting in person or by proxy is
necessary to select an agent.

(2) The agent shall file with the director a bond or an irrevocable
letter of credit to the State of Oregon in an amount not less than 20
percent of the book value of the assets to be surrendered to the agent,
but in no case shall the bond or letter of credit be less than $1,000.
The bond or letter of credit shall be executed by the agent as principal.
The bond shall be executed by a surety company authorized to do business
in this state as surety, and any letter of credit shall be issued by an
insured institution. The bond or letter of credit shall be conditioned
for the faithful performance of all the duties of the agent’s trust.

(3) When the agent files the required bond or letter of credit, the
director shall transfer to the agent all the assets of the institution
remaining in the hands of the director. Upon the transfer and delivery
the director is discharged from all further liability to the institution
and its creditors. The agent shall complete the liquidation of the
affairs of the institution, and, after paying the expenses of the
liquidation, shall distribute the proceeds among the stockholders in
proportion to the several holdings of stock.

(4) If the stockholders fail to meet on the date advertised for the
stockholders’ meeting or within 15 days after the advertised date or fail
to appoint an agent, or if the agent fails to qualify as required in this
section within 30 days after the date of their selection, the director
may appoint an agent. This agent shall file a bond or letter of credit
and liquidate the affairs of the institution as though the agent had been
selected by the stockholders. Upon the transfer and delivery to the agent
appointed by the director of all the remaining assets in the hands of the
director, the director is discharged from all further liability to the
institution and its creditors. [Amended by 1973 c.797 §287; 1991 c.331
§116; 1997 c.631 §252] (1) Two years
after the date of the final order closing the liquidation of an
institution, the Director of the Department of Consumer and Business
Services may withdraw any unclaimed deposits or balances remaining to the
credit of dividend accounts, representing the aggregate of undelivered
checks or unpaid dividend funds in the possession of the Department of
Consumer and Business Services, and pay the funds to the Department of
State Lands as unclaimed property to be disposed of as provided in ORS
98.302 to 98.436 and 98.992.

(2) The interest earned on the dividend accounts while they remain
in the possession of the director shall be paid to the State Treasurer to
be credited to the Consumer and Business Services Fund and the owner, the
heirs or personal representative of the owner have no claim to the
interest. [Amended by 1959 c.138 §4; 1973 c.797 §288; 1993 c.694 §37]If any files, records, documents, books of account or other
papers have been taken over and are in the possession of the Director of
the Department of Consumer and Business Services in connection with the
liquidation of an insolvent institution, the director may, after one year
from the declaration of the final dividend or from the date the
liquidation has been closed by order of the supervising court, destroy
any of the files, records, documents, books of account or other papers
which appear to the director to be unnecessary for future reference as
part of the liquidation and files of the office of the director. [Amended
by 1973 c.797 §289] The expenses incurred by the Director
of the Department of Consumer and Business Services in the liquidation of
an institution include the expenses of all employees of the Department of
Consumer and Business Services employed in the liquidation, reasonable
attorney fees for counsel employed by the director in the course of the
liquidation, and stationery, rent, postage, telephone, telegraph and
other office and traveling expense. The compensation of the employees and
the expense of supervision and liquidation shall be fixed by the
director, subject to the approval of the supervising court. The
supervising court shall not increase the compensation or expenses over
the amount fixed by the director. [Amended by 1973 c.797 §290; 1985 c.762
§44]Any petition relating to an insolvent
institution, except a petition by the Director of the Department of
Consumer and Business Services, shall be filed with the supervising court
and the director. The director shall, within a reasonable time after the
petition is filed, grant or refuse the petition and notify the petitioner
in writing of the decision. If a petitioner is dissatisfied with the
decision of the director the petitioner may, within 30 days after the
decision of the director, present the petition, with the decision of the
director, to the supervising court. The supervising court shall fix a
date for the hearing of the petition, giving reasonable notice of the
date to the petitioner and to the director. The supervising court shall
determine the matter upon the evidence produced by all the parties, and
the burden of proof is upon the petitioner. [Amended by 1973 c.797 §291] Fees shall not be charged for the filing
in the supervising court by the Director of the Department of Consumer
and Business Services, the deputies of the director or attorneys of any
papers relating to the liquidation of an institution or which are
necessary or convenient in connection with the collection of assets of an
institution. [Amended by 1973 c.797 §292; 1999 c.803 §7]
(1) The Director of the Department of Consumer and Business Services may
order an Oregon stock bank to suspend or restrict the payment of its
liabilities to depositors and other creditors except as provided in ORS
711.620 to 711.670, if the action is necessary for the protection of the
depositors and other creditors of the Oregon stock bank and is in the
public interest.

(2) The order of the director is effective upon receipt by the
Oregon stock bank of written notice thereof signed by the director and
shall continue in effect until released or modified by the written order
of the director. The suspension and restriction shall not exceed a period
of 90 days, but may be extended for further periods not to exceed 90 days
each upon the written order of the director. [1973 c.797 §293; 1997 c.631
§253](1) When the order mentioned in ORS 711.620 takes
effect, the Director of the Department of Consumer and Business Services
shall immediately take possession of the property and affairs of the
Oregon stock bank, and take whatever action is necessary to conserve the
assets of the Oregon stock bank pending further disposition of its
business.

(2) While the director is in possession of an Oregon stock bank,
the director shall have all the powers given to the director in
connection with insolvent Oregon stock banks, and the rights of
interested parties shall, subject to ORS 711.620 to 711.670, be the same
as if the director had taken possession of the Oregon stock bank because
of insolvency.

(3) All expenses of the director while in possession of the Oregon
stock bank shall be paid out of the assets of the Oregon stock bank and
shall be a lien on the assets prior to any other lien. [1973 c.797 §294;
1975 c.544 §38; 1997 c.631 §254] While the Oregon stock
bank is in the possession of the Director of the Department of Consumer
and Business Services under ORS 711.625, the director may set aside and
make available for withdrawal by depositors on a ratable basis such
amounts as in the opinion of the director may safely be used for the
purpose. [1973 c.797 §295; 1997 c.631 §255] (1) While the Oregon
stock bank is in the possession of the Director of the Department of
Consumer and Business Services under ORS 711.625, the Oregon stock bank
may accept deposits but the deposits shall not be subject to any
limitation as to payment or withdrawal.

(2) Deposits received after the director takes possession and the
amounts released for payment to depositors under ORS 711.630, shall be
segregated and held and used solely to meet the deposit liability and the
pro rata amount so released. They shall not be used to liquidate any
indebtedness of the Oregon stock bank existing at the time the director
took possession, or any subsequent indebtedness incurred in liquidating
any indebtedness of the Oregon stock bank existing at the time the
director took possession.

(3) Deposits received while the Oregon stock bank is in the
possession of the director shall be kept on hand in cash, invested in
direct obligations of the United States or deposited with an approved
reserve depository. [1973 c.797 §296; 1997 c.631 §256](1) The Director of the Department of Consumer and Business
Services may, by order, on a date fixed by the order and at least 10 days
after the date of the order, terminate the suspension or restriction on
payment of liabilities of the Oregon stock bank designated in the order.

(2) Immediately upon the termination of the suspension or
restriction on payment of liabilities of the Oregon stock bank designated
in the order, the director shall surrender possession of the assets and
properties of the Oregon stock bank to the proper officers of the Oregon
stock bank. The receipt of the officers operates as a full release of the
director. [1973 c.797 §297; 1997 c.631 §257](1) At least 10 days before the date on which the
suspension or restriction on the payment of liabilities is terminated,
the Director of the Department of Consumer and Business Services shall
cause a notice to be published in a newspaper circulated in the city,
town or county in which the principal office of the Oregon stock bank is
located. Only one publication of the notice is required.

(2) The notice shall specify:

(a) The date on which the suspension or restriction on the payment
of liabilities will be removed;

(b) That the provisions of ORS 711.635 pertaining to the
segregation of deposits will not be effective after that date; and

(c) That the segregated deposits after the removal of the
restriction or suspension will be general deposits.

(3) On or before the date of the publication of the notice, the
director shall mail, postage prepaid, to each depositor in the Oregon
stock bank whose deposit has been segregated as provided by ORS 711.635 a
copy of the notice addressed to the last-known address of each depositor
as shown by the records of the Oregon stock bank.

(4) The director shall hand a copy of the notice to every depositor
making a deposit in the Oregon stock bank after the date of the newspaper
publication and up to the time the suspension or restriction on the
payment of liabilities of the Oregon stock bank is removed. [1973 c.797
§298; 1997 c.631 §258]If the Director of the Department of Consumer and Business
Services removes the restrictions or suspensions on the payment of
liabilities of any Oregon stock bank and surrenders possession of the
assets and properties of the Oregon stock bank to the proper officers of
the Oregon stock bank, before the 10 days’ notice provided for by ORS
711.645 has been given, the Oregon stock bank shall keep deposits
segregated under ORS 711.635 separate and apart from its other assets
until the notice has been given by the Oregon stock bank in the manner
provided in ORS 711.645. After the notice has been given, the segregated
deposits shall become general deposits and may be mingled with the other
assets of the Oregon stock bank and the provisions of ORS 711.635 with
respect to segregation of deposits shall no longer apply. [1973 c.797
§299; 1997 c.631 §259]
Nothing in ORS 711.620 to 711.670 prevents the assignment of a suspended
deposit liability or the application of all or a part of a suspended
deposit to payment at maturity of any indebtedness of the depositor to
the Oregon stock bank that existed at the time the suspension became
effective, but a deposit liability subsequently assigned may not be so
applied. [1973 c.797 §300; 1997 c.631 §260]While the payment of the liabilities
of any Oregon stock bank is suspended or restricted under ORS 711.620, an
assignment or transfer of the capital stock of the Oregon stock bank is
invalid. [1973 c.797 §301; 1997 c.631 §261]An order of the Director of the Department of Consumer and
Business Services under ORS 711.620 to 711.670 or the taking possession
of the assets and properties of an Oregon stock bank by the director
under ORS 711.620 to 711.670 is not an act of insolvency of the Oregon
stock bank and does not raise any presumption of insolvency. [1973 c.797
§302; 1997 c.631 §262]Any person who violates ORS 711.415 shall
forfeit and pay to the State Treasurer to be deposited in the Consumer
and Business Services Fund a civil penalty in an amount determined by the
Director of the Department of Consumer and Business Services of not more
than $2,500 for each offense. The civil penalty may be recovered as
provided in ORS 706.980. [1975 c.544