(1) An institution or Oregon stock savings bank shall not issue any share of stock until its charter has been issued and ORS 707.200 has been complied with.
(2) Except as provided in subsection (3) of this section, each certificate representing shares of the stock of an institution or Oregon stock savings bank shall:
(a) Be signed by two officers of the institution or Oregon stock savings bank designated in the bylaws, and may be sealed with the seal of the institution or Oregon stock savings bank or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or registrar other than the institution or Oregon stock savings bank itself or an employee of the institution or Oregon stock savings bank. In the case of any person who, as an officer, has signed or whose facsimile signature has been placed upon such certificate and has ceased being such officer before such certificate is issued, the certificate may be issued by the institution or Oregon stock savings bank with the same effect as if the person were such officer at the date of its issue.
(b) If the institution or Oregon stock savings bank is authorized to issue shares of more than one class, state upon the face or back of the certificate, or state that the institution or Oregon stock savings bank will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, and, if the institution or Oregon stock savings bank is authorized to issue any class in series, state the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.
(c) State that the institution or Oregon stock savings bank is organized under the laws of this state.
(d) State the name of the person to whom issued.
(e) State the number and class of shares, and the designation of the series, if any, which such certificate represents.
(3) In lieu of issuing certificates representing shares under subsection (2) of this section, the board of directors of an institution or Oregon stock savings bank may authorize the institution or Oregon stock savings bank to issue some or all of the shares of any or all of its classes or series without certificates. The authorization shall not affect shares already represented by certificates until the shares are surrendered to the institution or Oregon stock savings bank. Within a reasonable time after the issuance or transfer of shares without certificates, the institution or Oregon stock savings bank shall send the shareholder a written statement of the information required on certificates under subsection (2) of this section.
(4) No share shall be issued until such share is fully paid.
(5) At the request of any holder of two or more certificates of the stock of any institution or Oregon stock savings bank organized under the laws of this state, such institution or Oregon stock savings bank shall, upon the surrender of the certificates, issue to the holder of such stock one certificate, or a statement pursuant to subsection (3) of this section, for all shares of stock of any one class in such institution or Oregon stock savings bank owned by the stockholder if the number of such shares owned by the stockholder in the particular class equals or exceeds 100. [Amended by 1959 c.108 §1; 1965 c.189 §1; 1973 c.797 §67; 1987 c.197 §2; 1989 c.324 §6; 1995 c.131 §1; 1997 c.631 §55]
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