Oregon Statutes - Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers - Section 707.025 - Organization of banking institution for purpose of merging with, acquiring assets of or assuming liabilities of financial institution; procedure; conditions.
(1) A banking institution may be organized under this section solely for the purpose of merging with, acquiring the assets of or assuming the liabilities of one or more existing financial institutions pursuant to ORS chapter 711 and, except as otherwise provided in this section, without authority to engage in or transact banking or trust business.
(2) The banking institution may be organized under this section by one or more persons or a corporation.
(3) Notwithstanding ORS 707.050, 707.070, 707.080 to 707.120, 707.140, 707.170, 707.200 and 707.210 (1) and such other sections as may specifically be inconsistent with this section, a banking institution described in subsection (1) of this section shall be organized as follows:
(a) The incorporator shall submit to the Director of the Department of Consumer and Business Services for filing articles of incorporation executed in duplicate, signed by the prospective incorporator or incorporators, and such other information as the director may require, which may include the additional information required in an application under ORS 707.070 or 716.028 if the banking institution organized under this section is to survive the merger, will purchase assets or will assume liabilities, together with an organizational fee of $2,500.
(b) Such articles of incorporation shall specify:
(A) The name and address of each incorporator.
(B) The information required under ORS 707.110 (2)(a), (b) and (h) and (3).
(C) The term of its existence, which may be perpetual.
(D) The purpose of the corporation, which shall be limited to the purposes set forth in subsection (1) of this section. However, if the corporation is to be the resulting bank in such merger, the articles may also contain all purposes allowed a banking institution under the Bank Act, provided the implementation of such purposes are conditioned upon consummation of such merger.
(E) The name and address of each director of the board of directors, which shall be composed of not less than three directors.
(4) Unless the director finds that approval of the articles would violate ORS 707.145 or other applicable law, the director shall file the articles and issue a certificate of incorporation in accordance with ORS 707.120, if:
(a) The director finds that the articles conform to subsection (3) of this section; and
(b) The director finds that the banking institution, following any merger or assumption of liabilities, will meet the requirements of ORS 707.080 (1) and (2).
(5) Upon issuance of the certificate of incorporation, the corporate existence of the banking institution shall begin and the banking institution may issue stock.
(6)(a) After the issuance of the certificate of incorporation, the new banking institution shall file a certified copy of its bylaws with the director within 90 days. If the director finds such bylaws to be consistent with the requirements of the Bank Act, the director shall issue a provisional charter to such bank.
(b) The provisional charter shall expire one year after its date of issuance. However, the director may extend such expiration period. If a merger or assumption of liabilities is not consummated before the provisional charter expires, the interim bank shall cease to exist and its articles of incorporation and charter shall be void.
(c) For purposes of ORS chapter 711, a provisional charter issued under this section shall be deemed a charter, where appropriate.
(d) If the merger or assumption of liabilities is consummated and the banking institution organized under this section survives the transaction, the director shall issue to the banking institution a charter to do a banking business either as an Oregon commercial bank or as an Oregon stock savings bank.
(7) A banking institution organized solely for the purposes set forth in subsection (1) of this section for which a charter has been issued may, with the director’s approval, have initial paid-in capital in an amount less than that required by ORS 707.050 prior to consummation of a proposed merger. [1979 c.88 §8; 1997 c.631 §32; 2005 c.192 §13]Section: Previous 707.005 707.007 707.010 707.020 707.023 707.025 707.029 707.030 707.035 707.040 707.050 707.060 707.070 707.075 707.080 Next
Last modified: August 7, 2008