(1) An institution or Oregon stock savings bank may, by action taken in the same manner as required for amendment of articles of incorporation, adopt restated articles of incorporation. The restated articles of incorporation may contain any changes in the articles of incorporation that could be made by amendment regularly adopted. Adoption of restated articles of incorporation containing any such changes shall have the effect of amending the existing articles of incorporation to conform to the restated articles of incorporation, without further action of the board of directors or shareholders. Restated articles of incorporation shall contain a statement that they supersede the previously existing articles of incorporation and amendments thereto. Restated articles of incorporation shall contain all the statements required by ORS 707.110 to be included in the original articles of incorporation except that no statement need be made with respect to the initial principal place of business or the number or names of directors constituting the initial board of directors or the names of the incorporators.
(2) Restated articles of incorporation when executed and submitted for filing with the Director of the Department of Consumer and Business Services shall supersede the previously existing articles of incorporation and amendments thereto. The director shall, upon request, certify a copy of the articles of incorporation, the articles of incorporation as restated or any amendments to either thereof.
(3) The restated articles of incorporation, when submitted for filing, shall be accompanied by a statement, executed in duplicate by the institution or Oregon stock savings bank by its president or a vice president and by its cashier, its secretary or an assistant secretary, setting forth the following:
(a) The name of the institution or Oregon stock savings bank.
(b) The date of the adoption of the restated articles of incorporation by the shareholders.
(c) The number of shares outstanding and the number of shares entitled to vote thereon, and, if the shares of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each such class.
(d) The number of shares voted for and against the restated articles of incorporation, respectively, and, if the shares of any class are entitled to vote thereon as a class, the number of shares of each such class voted for and against the restated articles of incorporation, respectively.
(e) If the restated articles of incorporation provide for an exchange, reclassification or cancellation of issued shares, and if the manner in which the same shall be effected is not set forth in the restated articles of incorporation, a statement of the manner in which the same shall be effected. [1989 c.324 §16; 1997 c.631 §65]
(Shares)
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