OAG 76-80.

Case DateAugust 16, 1976
CourtOregon
Oregon Attorney General Opinions 1976. OAG 76-80. 58OPINION NO. 76-80[38 Or. Op. Atty. Gen. 58]August 16, 1976No. 7319This opinion is issued in response to questions presented by John B. Olin, Superintendent of Banks.FIRST QUESTION PRESENTEDMay a corporation which is a bank subsidiary under ORS 708.430(2) be issued a license to make loans under ORS ch 725, the Oregon Consumer Finance Act?ANSWER GIVEN No. SECOND QUESTION PRESENTEDMay the Superintendent of Banks adopt rules pursuant to ORS 706.555 authorizing the issuance of licenses under the Oregon Consumer Finance Act to bank subsidiaries?ANSWER GIVEN Yes, if certain facts are found to exist.DISCUSSION A state bank wishes to organize and operate a subsidiary as a finance company licensed to do business under ORS ch 725, the Oregon Consumer Finance Act. The first question involves the power of a bank subsidiary operating pursuant to ORS 708.430(2) to engage in the business of making loans under chapter59 725. ORS 708.430(2) provides:
"An institution may acquire or continue to hold the fully paid stock of a subsidiary corporation to assist the institution in handling real estate, claims, judgments or other assets or in holding title to the assets . . . ."
Prior to 1973, this statute provided that the bank could acquire or hold stock ". . . of a subsidiary corporation one of the purposes of which is to assist. . . ." In 29 Op Atty Gen 116, 117 (1959) this office construed the underlined portion in the following terms:
"It is important to note that the subsidiary corporation is not restricted in the business which it may conduct so long as 'one of the purposes of which is to assist the bank or trust company in handling real estate, claims, judgments or other assets or in holding title to such assets.' Another purpose may properly be any of those lawful purposes of an ordinary business corporation. . . ." (emphasis in original).
The underlined phrase was deleted by the 1973 legislature. See Oregon Laws 1973, ch 797 § 159. The legislature apparently was under the impression that this omission constituted only a form and style change. Comment to § 159, Proposed Revision of Oregon Banking Law (Preliminary Draft, October 1972) p. 164. However, when a statute is amended and certain provisions are thereby omitted, the omitted portions must be considered annulled even though the omission was mistaken or otherwise unintentional.The prior language cannot be revived by judicial construction. State v. Smith, 56 Or 21, 25, 29, 107 P 980 (1910);60State ex rel. Everding v. Simon, 20 Or 365, 370, 26 P 170 (1891); State v. Lightner, 77 Or 587, 152 P 232 (1915)...

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