2013 ORS § 711.104¹
Rights of member of Oregon bank or Oregon trust company to dissent to conversion from limited liability company to corporation
  • demand required
  • notice and offer to pay for shares
  • cost of appraisal of shares

(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 members 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 members 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 nominees 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 fiduciarys 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 members membership interests, shall make written demand upon the Oregon bank or Oregon trust company and accompany the demand with the surrender of the members 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 members 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 appraisers valuation of the membership interests is not appealable except for one or more of the reasons set forth in ORS 36.705 (Vacating award) (1)(a) to (d) for vacation of an arbitrators award, and for one of the grounds for modification or correction of an arbitrators award under ORS 36.710 (Modification or correction of award). Any appeal must be made within 30 days after the date of the appraisers valuation and is subject to ORS 183.415 (Notice of right to hearing) to 183.500 (Appeals). 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 appraisers 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 directors decision regarding assessment of fees and costs may be appealed as provided in ORS 183.415 (Notice of right to hearing) to 183.500 (Appeals).

(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 directors assessment of any fees or costs becomes final, or, if the directors 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 members pro rata share of the appraisal costs and the Oregon banks or Oregon trust companys reasonable costs and expenses, including attorney fees and costs.

(12) When a dissenting member withdraws the demand under subsection (11) of this section, the members status as a member shall be restored, without prejudice to any proceedings taking place in the interim. [2005 c.134 §13]