ORS 723.682
Merger

  • opposition to merger

(1)

Intentionally left blank —Ed.

(a)

A credit union chartered in this state may, with the approval of the Director of the Department of Consumer and Business Services, merge with another credit union under the existing charter of the other credit union pursuant to a plan that the majority of each board of directors of each credit union joining in the merger agrees to and that is approved by the affirmative vote of a majority of the members of the merging credit union that vote on the merger.

(b)

The director may approve a merger without regard to common bond differences between the credit unions if one of the credit unions is insolvent or in danger of insolvency, and:

(A)

An emergency requiring expeditious action exists;

(B)

Other alternatives are not reasonably available; and

(C)

The public interest would best be served by approving the merger.

(2)

After the directors agree to a plan and the members of the merging credit union approve the plan, the president and secretary of the credit union shall execute a certificate of merger, which shall set forth all of the following:

(a)

The time and place of the meeting of the board of directors at which the board agreed to the plan.

(b)

The vote in favor of adopting the plan.

(c)

A copy of the resolution or other action by which the board agreed to the plan.

(d)

The time of the meeting of the members at which the members approved the plan.

(e)

The vote by which the members approved the plan.

(3)

The certificate and a copy of the plan of merger must be forwarded to the director, certified by the director and returned to the continuing credit union within 30 days.

(4)

After the director returns the certificate, all property, property rights and members’ interest of the merged credit union shall vest in the continuing credit union without deed, indorsement or other instrument of transfer, and the continuing credit union under whose charter the merger was effected assumes all debts, obligations and liabilities of the merged credit union. The rights and privileges of the members of the merged credit union remain intact.

(5)

This section permits a credit union chartered under the laws of another state or of the United States to merge with a credit union chartered under the laws of this state, and a credit union chartered under the laws of this state to merge with a credit union chartered under the laws of another state or of the United States, to the same extent that the laws of this state permit two or more credit unions chartered under the laws of this state to merge.

(6)

Intentionally left blank —Ed.

(a)

After the board of directors of a credit union that is chartered in this state has approved a plan to merge with another credit union, if a member of the credit union opposes the plan to merge and wishes to inform other members of the credit union of the member’s opposition, the member may submit a proposed statement of opposition to the credit union and may ask the credit union to disseminate the statement of opposition to the other members.

(b)

If the credit union maintains on the Internet and publicizes to the credit union’s members a public forum for communications concerning the plan to merge or other issues related to the credit union, the credit union, within 14 calendar days after receiving the proposed statement of opposition from the member and subject to paragraph (e) of this subsection, shall publish the statement of opposition on the public forum.

(c)

If the credit union does not make a public forum available on the Internet and if the credit union received the member’s proposed statement of opposition at least 28 days before the date on which the members of the credit union are to vote on the plan to merge, subject to paragraph (e) of this subsection, the credit union shall:

(A)

Notify the member, within seven days after receiving the statement of opposition, of:
(i)
Any limit, which may not be less than 500 words, that the credit union may impose on the length of the statement of opposition; and
(ii)
The estimated reasonable cost to reproduce and mail the statement of opposition as a stand-alone document or the estimated cost to include the statement of opposition in any informational or persuasive material concerning the plan to merge that the credit union disseminates to credit union members. The credit union’s estimate of the cost of including the statement of opposition in the credit union’s material may not exceed two cents multiplied by the number of the credit union’s members.

(B)

Reproduce and mail the statement of opposition to the credit union’s members or include the statement of opposition in the credit union’s informational or persuasive materials concerning the plan to merge, within 10 days after receiving payment of the cost estimated in subparagraph (A)(ii) of this paragraph, if the member agrees to the limit the credit union imposes on the length of the statement of opposition and pays the cost at least 14 days before the date on which the members of the credit union are to vote on the plan to merge.

(d)

For purposes of paragraph (c) of this subsection, informational and persuasive material concerning the plan to merge does not include a notice of the meeting at which the credit union’s members are to consider the plan to merge, a summary of the merger plan or other items that state or federal law requires the credit union to send to credit union members.

(e)

Intentionally left blank —Ed.

(A)

The credit union shall notify the credit union member within seven days after receiving the proposed statement of opposition if the credit union declines to disseminate the statement of opposition because the statement of opposition:
(i)
Is false or misleading with respect to a material fact at the time and in light of the circumstances in which the statement is made;
(ii)
Omits a material fact that is necessary for the statement of fact not to be false or misleading;
(iii)
Relates to a personal claim or grievance or solicits personal gain by or business advantage for any party;
(iv)
Is not sufficiently related to the credit union’s business or affairs;
(v)
Impugns, directly or indirectly, a person’s character, integrity or personal reputation or without an expressed factual basis charges a person with illegal, improper or immoral conduct; or
(vi)
Impugns the stability or soundness of the credit union.

(B)

The credit union may decline to disseminate the proposed statement of opposition if the credit union member does not agree to the limits the credit union imposes on the length of the statement of opposition or fails within the time limits set in paragraph (c) of this subsection to pay the cost of mailing the statement or including the statement with the credit union’s informational or persuasive material concerning the plan to merge.

(C)

The credit union may not decline to disseminate the statement of opposition for reasons other than the reasons identified in subparagraph (A) or (B) of this paragraph.

(f)

Intentionally left blank —Ed.

(A)

A credit union member may appeal to the director the credit union’s decision under paragraph (e)(A) of this subsection not to disseminate the credit union member’s statement of opposition. An appeal under this paragraph is not a contested case, as defined in ORS 183.310 (Definitions for chapter), and a party to the appeal is not entitled to notice and an opportunity for a hearing under ORS 183.413 (Notice to parties before hearing of rights and procedure) to 183.470 (Orders in contested cases). As part of the appeal, the credit union member shall provide the director with:
(i)
The proposed statement of opposition;
(ii)
A statement of reasons for disagreeing with the credit union’s decision under paragraph (e)(A) of this subsection not to disseminate the statement of opposition; and
(iii)
The credit union member’s name, address and telephone number or other contact information.

(B)

Before issuing an order under this paragraph, the director shall request from the credit union a statement of reasons for declining to disseminate the proposed statement of opposition. The director shall consider the credit union member’s proposed statement of opposition and statement of reasons and the credit union’s statement of reasons and shall arrive at an independent determination as to whether the credit union correctly declined to disseminate the credit union member’s proposed statement for the reasons identified in paragraph (e)(A) of this subsection.

(C)

The director by order shall uphold the credit union’s decision under paragraph (e)(A) of this subsection or shall require the credit union to disseminate the credit union member’s proposed statement of opposition in accordance with the provisions of this subsection. The director’s order is subject to appeal only as provided in ORS 183.484 (Jurisdiction for review of orders other than contested cases). [1975 c.652 §71; 1999 c.185 §51; 2011 c.327 §5; 2019 c.45 §4; 2021 c.125 §2]

Source: Section 723.682 — Merger; opposition to merger, https://www.­oregonlegislature.­gov/bills_laws/ors/ors723.­html.

723.001
Definitions
723.002
Short title
723.006
“Credit union” defined
723.008
“Credit union” defined for ORS 723.136 and 723.464 to 723.498
723.012
Organization procedure
723.014
Denial of certificate of approval
723.016
Form of articles and bylaws
723.022
Amendment of articles and bylaws
723.026
Use of name exclusive
723.032
Places of business
723.036
Fiscal year
723.042
Interstate credit unions
723.102
Rulemaking authority
723.106
Reports
723.112
Examinations
723.114
Annual fees paid by credit unions
723.116
Records
723.118
Disclosure of records of department
723.122
Bond or letter of credit
723.126
Enforcement actions
723.132
Order to remove officer, director or committee member
723.134
Receipt of deposits from person not a member of credit union
723.136
Agreements with other credit union supervisory agencies and Financial Crimes Enforcement Network
723.152
General powers
723.156
Exercise of powers of federal credit union
723.172
Credit union membership
723.176
Business and nonbusiness organizations as members
723.182
Other credit unions as members
723.184
State deemed member with respect to deferred compensation deposits
723.186
Members who leave field of membership
723.192
Individual liability
723.196
Meeting of members
723.202
Withdrawal and expulsion of members
723.252
Election of directors and appointment of credit committee and credit manager
723.256
Record of board and committee members
723.262
Vacancies
723.266
Compensation of officials
723.272
Conflicts of interest
723.276
Executive officers
723.282
Authority of directors
723.286
Executive committee
723.292
Meetings of directors
723.296
Duties of directors
723.302
Duties of credit committee
723.306
Meetings of credit committee
723.312
Loan officers
723.316
Chief credit officer
723.322
Duties of supervisory committee
723.326
Suspension and removal of officials
723.338
Duty to notify law enforcement officers of violations of Oregon Credit Union Act
723.402
Shares
723.406
Dividends
723.412
Deposit and deposit certificate accounts
723.426
Joint accounts
723.432
Trust accounts
723.434
Share draft accounts
723.447
Certified share drafts
723.450
Payment on shares and deposits
723.454
Liens
723.460
Reduction in shares
723.464
Deposits made in name of minor
723.466
Disposition of deposit on death of depositor
723.468
Adverse claim to deposit
723.470
Checks drawn by agents presumed to be in authorized manner
723.472
Checks of intoxicated or drugged persons
723.474
Definitions for ORS 723.474 to 723.498
723.476
Application of ORS 723.478, 723.480 and 723.482
723.478
Ownership of multiple-party accounts
723.480
Multiple-party accounts
723.482
Rights of survivorship based on form of account
723.484
Transfers of moneys upon death of depositor or trustee is not testamentary disposition
723.486
Multiple party account
723.488
Joint account
723.490
P.O.D. account
723.492
Trust account
723.494
Discharge of credit union for payments made
723.496
Right of credit union to setoff
723.498
Designation of agent for account
723.502
Purposes
723.506
Application
723.512
Loan limit
723.516
Installments
723.522
Line of credit
723.526
Other loan programs
723.532
Loans to credit union officials
723.536
Loans to nonmembers
723.572
Insurance for members
723.576
Liability insurance for director, officer, employee or agent
723.582
Share and deposit insurance
723.586
Group purchasing
723.602
Investment of funds
723.631
Regular reserve
723.636
Charges to regular reserve
723.646
Special reserves
723.672
Suspension
723.676
Liquidation
723.682
Merger
723.686
Conversion of charter
723.702
Organization
723.706
Membership
723.712
Voting representative
723.716
Additional rights and powers
723.730
Corporate central credit union
723.752
Application of tax statutes to credit unions
723.756
Stock transfer taxes
723.762
Participation in government programs
723.806
Notice to law enforcement officers of violation of Oregon Credit Union Act
723.812
Actions
723.816
Prohibited acts
723.818
Giving false document, statement or report prohibited
723.822
Cease and desist orders
723.830
Regulation of services performed for credit union
723.832
Application to credit unions existing on September 13, 1975
723.836
Effect of amendment or repeal of Oregon Credit Union Act
723.840
Limitation on personal liability for good faith act or omission or exercise of judgment or discretion
723.844
Procedures for opening safe deposit box after death of person who was sole lessee or last surviving lessee of box
723.992
Criminal penalties
723.995
Civil penalties
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