ORS 709.015: Organization as limited liability company.

(1) As an alternative to being organized as a corporation pursuant to the provisions of ORS chapter 707 and this chapter, an Oregon trust company may be organized as a limited liability company. (2) With respect to any Oregon trust company that is organized as a limited liability company, as used in the Bank Act: (a) “Articles of incorporation” means the Oregon trust company’s articles of organization, as defined in ORS 63.001. (b) “Bylaws” means the Oregon trust company’s operating agreement, as defined in ORS 63.001. (c) “Certificate of incorporation” means a certificate of organization issued to the Oregon trust company. (d) “Corporation” means a limited liability company, as defined in ORS 63.001. (e) “Director,” “directors” or “board of directors” means the Oregon trust company’s manager or managers, as defined in ORS 63.001. (f) “Dividends” means distributions, as defined in ORS 63.001, declared or paid by the Oregon trust company. (g) “Incorporator” means the Oregon trust company’s organizer, as defined in ORS 63.001. (h) “Share” or “stock” means a membership interest in the Oregon trust company, as defined in ORS 63.001. (i) “Stockholder,” “stockholders,” “shareholder” or “shareholders” means the Oregon trust company’s member or members, as defined in ORS 63.001. (3) An Oregon trust company organized as a limited liability company shall be organized under the authority of the Director of the Department of Consumer and Business Services under this chapter and ORS chapter 707. Except as set forth in subsection (4) of this section, with respect to all other aspects of its operation and existence, an Oregon trust company that is organized as a limited liability company is subject to the provisions of ORS chapter 63, to the extent that ORS chapter 63 does not conflict with the Bank Act. In the event of any conflict between the Bank Act and ORS chapter 63, the Bank Act controls. (4)(a) Notwithstanding any provision of ORS chapter 63, the articles of organization of an Oregon trust company that is organized as a limited liability company shall: (A) State that the existence of the Oregon trust company is perpetual; and (B) Provide that the Oregon trust company is to be managed by a board of not fewer than five managers. (b) Notwithstanding any provision of ORS chapter 63, an Oregon trust company that is organized as a limited liability company shall be managed exclusively by its board of managers in substantially the same manner as an Oregon trust company that is organized as a corporation is managed by its board of directors. The board of managers of an Oregon trust company that is organized as a limited liability company has substantially the same rights, powers, privileges, duties and responsibilities as the board of directors of an Oregon trust company that is organized as a corporation and is subject to the provisions of ORS chapter 707 and this chapter pertaining to directors. (c) Notwithstanding any provision of ORS chapter 63, membership interests in an Oregon trust company that is organized as a limited liability company are freely transferable, and consent of the Oregon trust company or its members or managers is not required for a person to acquire or transfer a membership interest in the Oregon trust company. Immediately upon the completion of the transfer of the membership interest to a person, the person becomes a member, and has all the rights of a member. (d) ORS 63.621 (2) to (4) do not apply to an Oregon trust company organized as a limited liability company. (5) The articles of organization of an Oregon trust company that is organized as a limited liability company shall require that liquidation of the Oregon trust company conform with the requirements of the Bank Act. (6) An Oregon trust company that is organized as a limited liability company shall have the officers described in ORS 707.700. The officers shall be elected by the board of managers of the Oregon trust company and shall be subject to the provisions of this chapter and ORS chapter 707. (7) Each Oregon trust company that is organized as a limited liability company shall have a written operating agreement containing any provisions for the affairs of the Oregon trust company as may be agreed upon by its members and that are consistent with the Bank Act. (8) Any number of persons, not fewer than five, may act as organizers of an Oregon trust company that is organized as a limited liability company. [2005 c.134 §4]