(2) With respect to any Oregon bank that is organized as a limited liability company, as used in the Bank Act:

(a) "Articles of incorporation" means the Oregon bank’s articles of organization, as defined in ORS 63.001.

(b) "Bylaws" means the Oregon bank’s operating agreement, as defined in ORS 63.001.

(c) "Certificate of incorporation" means a certificate of organization issued to the Oregon bank.

(d) "Corporation," means a limited liability company, as defined in ORS 63.001.

(e) "Director," "directors" or "board of directors" means the Oregon bank’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 bank.

(g) "Incorporator" means the Oregon bank’s organizer, as defined in ORS 63.001.

(h) "Share" or "stock" means a membership interest in the Oregon bank, as defined in ORS 63.001.

(i) "Stockholder," "stockholders," "shareholder" or "shareholders" means the Oregon bank’s member or members, as defined in ORS 63.001.

(3) An Oregon bank 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. Except as set forth in subsection (4) of this section, with respect to all other aspects of its operation and existence, an Oregon bank 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 bank that is organized as a limited liability company shall:

(A) State that the existence of the Oregon bank is perpetual; and

(B) Provide that the Oregon bank is to be managed by a board of not fewer than five managers.

(b) Notwithstanding any provision of ORS chapter 63, an Oregon bank 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 bank that is organized as a corporation is managed by its board of directors. The board of managers of an Oregon bank 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 bank that is organized as a corporation and is subject to the provisions of this chapter pertaining to directors.

(c) Notwithstanding any provision of ORS chapter 63, membership interests in an Oregon bank that is organized as a limited liability company are freely transferable, and consent of the Oregon bank or its members or managers is not required for a person to acquire or transfer a membership interest in the Oregon bank. 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 bank organized as a limited liability company.

(5) The articles of organization of an Oregon bank that is organized as a limited liability company shall require that liquidation of the Oregon bank conform with the requirements of the Bank Act.

(6) An Oregon bank 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 bank and are subject to the provisions of this chapter.

(7) Each Oregon bank that is organized as a limited liability company shall have a written operating agreement containing any provisions for the affairs of the Oregon bank 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 bank that is organized as a limited liability company. [2005 c.134 §2]