Oregon Revised Statutes Chapter 707 § 707.210 — Stock

Stock issuance after obtaining charter; form of stock certificate; issuance of stock without certificate. (1) Except as provided in subsection (2) of this section, a certificate that represents shares of the stock of an institution or Oregon stock savings bank must: (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 of the seal. 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 or an employee of the institution or Oregon stock savings bank. If an officer that has signed or whose facsimile signature has been placed upon the certificate is no longer an officer before the certificate is issued, the institution or Oregon stock savings bank may issue the certificate with the same effect as if the former officer were an officer at the date on which the institution or Oregon stock savings bank issued the certificate. (b) State upon the face or back of the certificate the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, if the institution or Oregon stock savings bank may issue shares of more than one class, or state that the institution or Oregon stock savings bank will provide any shareholder upon request and without charge a full statement of the designations, preferences, limitations and relative rights of each class of shares. (c) State the variations in the relative rights and preferences between the shares of each series so far as the board of directors has fixed and determined the rights and preferences in a series, if the institution or Oregon stock savings bank may issue a class in series, and state the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. (d) State that the institution or Oregon stock savings bank is organized under the laws of this state. (e) State the name of the person to whom the institution or Oregon stock savings bank issued the certificate. (f) State the number and class of shares, and the designation of the series, if any, that the certificate represents. (2) In lieu of issuing certificates that represent shares in accordance with subsection (1) 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 classes or series without certificates. The authorization does 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 (1) of this section. (3) A share may not be issued until the share is fully paid. (4) 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, the institution or Oregon stock savings bank shall, upon the surrender of the certificates, issue to the holder of the stock one certificate, or a statement pursuant to subsection (2) of this section, for all shares of stock of any one class in the institution or Oregon stock savings bank that the stockholder owns if the number of shares that the stockholder owns 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; 2015 c.244 §22]