reglab/housing_qa huggingface dataset:
OR Rev Stat § 60.437 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.437 - Amendment by board of directors and shareholders.

(1) A corporation’s board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (2) For the amendment to be adopted, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting, and the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (5) of this section. (3) The board of directors may condition its submission of the proposed amendment on any basis. (4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with ORS 60.214. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (5) Unless this chapter, the articles of incorporation or the board of directors acting pursuant to subsection (3) of this section require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by: (a) A majority of the votes entitled to be cast on the amendment by any voting group with which the amendment would create dissenters’ rights; and (b) The votes required by ORS 60.241 and 60.244 by every other voting group entitled to vote on the amendment. [1987 c.52 §105; 1989 c.1040 §24]
OR Rev Stat § 60.441 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.441 - Voting on amendments by voting groups.

(1) The holders of the outstanding shares of a class are entitled to vote as a separate voting group if shareholder voting is otherwise required by this chapter on a proposed amendment if the amendment would: (a) Increase or decrease the aggregate number of authorized shares of the class; (b) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (c) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; (d) Change the designation, rights, preferences or limitations of all or part of the shares of the class; (e) Change the shares of all or part of the class into a different number of shares of the same class; (f) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the class; (g) Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; (h) Limit or deny an existing preemptive right of all or part of the shares of the class; or (i) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class. (2) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (1) of this section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment. (3) If a proposed amendment that entitles two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless the articles of incorporation provide or the board of directors requires otherwise. (4) A class or series is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares. [1987 c.52 §106; 2009 c.13 §1]
OR Rev Stat § 60.444 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.444 - Amendment before issuance of shares.

If a corporation has not yet issued shares, its incorporators or the board of directors may adopt one or more amendments to the corporation’s articles of incorporation. If any such amendment relates to the duration, purposes, authorized capital, rights or preferences of shares or internal affairs, the incorporators or board of directors shall immediately notify in writing each person who is a party to any agreement for the subscription of stock of the corporation. Such notice shall set forth the text of the amendment and state that the subscriber may, within 30 days after delivery or mailing of the notice of amendment, rescind the subscription by notice in writing delivered or mailed to the incorporators or board of directors at an address specified. If a notice of rescission is not delivered or mailed within 30 days, the subscriber may not thereafter assert the fact of the amendment as the basis for avoiding the subscription agreement or asserting any claim against any person. [1987 c.52 §107]
OR Rev Stat § 60.447 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.447 - Articles of amendment.

(1) A corporation amending its articles of incorporation shall deliver articles of amendment to the office for filing. (2) Articles of amendment shall contain: (a) The name of the corporation; (b) The text of each amendment adopted; (c) If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself; (d) The date of each amendment’s adoption; (e) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and a statement that shareholder action was not required; and (f) If an amendment was approved by the shareholders: (A) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment; and (B) The total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment. [1987 c.52 §108]
OR Rev Stat § 60.451 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.451 - Restated articles of incorporation.

(1) A corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder action. If a corporation has not yet issued shares, its incorporators or the board of directors may adopt restated articles of incorporation, subject to the requirements of ORS 60.444. (2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in ORS 60.437. (3) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with ORS 60.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles. (4) A corporation restating its articles of incorporation shall deliver to the office for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: (a) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or (b) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by ORS 60.447. (5) Restated articles of incorporation shall contain all statements required to be included in original articles of incorporation except that no statement is required to be made with respect to: (a) The names and addresses of the incorporators or the initial or present registered office or agent; or (b) The mailing address of the corporation if an annual report has been filed with the office of the Secretary of State. (6) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (7) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (4) of this section. [1987 c.52 §109; 1989 c.1040 §25]
OR Rev Stat § 60.454 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.454 - Amendment pursuant to reorganization.

(1) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by ORS 60.047. (2) The individual or individuals designated by the court shall deliver to the office for filing articles of amendment setting forth: (a) The name of the corporation; (b) The text of each amendment approved by the court; (c) The date of the court’s order or decree approving the articles of amendment; (d) The title of the reorganization proceeding in which the order or decree was entered; and (e) A statement that the court had jurisdiction of the proceeding under federal statute. (3) Shareholders of a corporation undergoing reorganization do not have dissenters’ rights except as and to the extent provided in the reorganization plan. (4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [1987 c.52 §110]
OR Rev Stat § 60.457 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.457 - Effect of amendment.

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name. [1987 c.52 §111]
OR Rev Stat § 60.467 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.467 - Bylaw increasing quorum or voting requirement for directors.

(1) A bylaw provision that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (a) If the provision was originally adopted by the shareholders, only by the shareholders; or (b) If the provision was originally adopted by the board of directors, either by the shareholders or by the board of directors. (2) A bylaw provision adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors. [1987 c.52 §114; 1989 c.1040 §26]
OR Rev Stat § 60.470 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.470 - Definitions for ORS 60.470 to 60.501.

As used in ORS 60.470 to 60.501: (1) "Business entity" means: (a) Any of the following for-profit entities: (A) A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction; (B) A corporation organized under this chapter, predecessor law or comparable law of another jurisdiction; (C) A limited liability company organized under ORS chapter 63 or comparable law of another jurisdiction; (D) A partnership organized in Oregon after January 1, 1998, or that is registered as a limited liability partnership, or that has elected to be governed by ORS chapter 67, and a partnership governed by law of another jurisdiction that expressly provides for conversions and mergers; and (E) A limited partnership organized under ORS chapter 70, predecessor law or comparable law of another jurisdiction; and (b) A cooperative organized under ORS chapter 62, predecessor law or comparable law of another jurisdiction. (2) "Organizational document" means the following for an Oregon business entity or, for a foreign business entity, a document equivalent to the following: (a) In the case of a corporation, professional corporation or cooperative, articles of incorporation; (b) In the case of a limited liability company, articles of organization; (c) In the case of a partnership, a partnership agreement and, for a limited liability partnership, its registration; and (d) In the case of a limited partnership, a certificate of limited partnership. (3) "Owner" means a: (a) Shareholder of a corporation or of a professional corporation; (b) Member or shareholder of a cooperative; (c) Member of a limited liability company; (d) Partner of a partnership; and (e) General partner or limited partner of a limited partnership. [1999 c.362 §6; 2003 c.80 §14]
OR Rev Stat § 60.472 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.472 - Conversion.

(1)(a) A business entity may be converted to a corporation organized under this chapter. (b) A corporation organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion. (c) A business entity may perform a conversion described in paragraph (a) or (b) of this subsection by approving a plan of conversion and filing articles of conversion. (2) A corporation organized under this chapter may be converted to a business entity organized under the laws of another jurisdiction if: (a) The laws of the other jurisdiction permit the conversion; (b) The converting corporation approves a plan of conversion; (c) Articles of conversion are filed in this state; (d)(A) The converted business entity submits an application for filing to the Secretary of State to transact business as a foreign business entity of the type into which the business entity converted unless the converted business entity does not intend to continue to transact business in this state; and (B) The converted business entity meets all other requirements the laws of this state prescribe for authorization to transact business as a foreign business entity of the type into which the business entity converted; and (e) The corporation complies with all requirements that the laws of the other jurisdiction impose with respect to the conversion. (3) The plan of conversion must set forth: (a) The name and type of the business entity prior to conversion; (b) The name and type of the business entity after conversion; (c) A summary of the material terms and conditions of the conversion; (d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the converted business entity or any other business entity, or into cash or other property in whole or in part; and (e) Any additional information that the statutes that govern converted business entities of the type into which the business entity converted require in the organizational document of the converted business entity. (4) The plan of conversion may set forth other provisions relating to the conversion. [1999 c.362 §7; 2001 c.315 §12; 2003 c.80 §15; 2011 c.147 §1]
OR Rev Stat § 60.474 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.474 - Action on plan of conversion.

(1) A plan of conversion shall be approved as follows: (a) In the case of a corporation, in the manner provided in ORS 60.487 for mergers; and (b) In the case of a business entity other than a corporation, as provided by the statutes governing that business entity. (2) After a conversion is approved, and at any time before articles of conversion are filed, the planned conversion may be abandoned, subject to any contractual rights: (a) By a corporation, in the manner provided in ORS 60.487 (9); and (b) By a business entity that planned to convert to a corporation, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1999 c.362 §8]
OR Rev Stat § 60.476 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.476 - Articles and plan of conversion.

(1) After the owners approve a conversion, the converting business entity shall: (a) File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and (b) File a plan of conversion or, in lieu of a plan of conversion, a written declaration that: (A) Identifies an address for an office of the converted entity where the plan of conversion is on file; and (B) States that the converted entity will provide any owner with a copy of the plan of conversion upon request and at no cost. (2) The conversion takes effect at the later of the date and time determined in accordance with ORS 60.011 or the date and time determined under the statutes that govern the business entity that is not a corporation. [1999 c.362 §9; 2001 c.315 §7; 2015 c.28 §1]
OR Rev Stat § 60.481 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.481 - Merger.

(1)(a) One or more business entities may merge into a corporation organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. A corporation organized under this chapter may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction, other than a foreign corporation, if: (A) The merger is permitted by the laws of this state or by the laws of the other jurisdiction that govern the other business entity; (B) A plan of merger is approved by each business entity that is a party to the merger; (C) Articles of merger are filed in this state; and (D) The corporation complies with all requirements imposed under the laws of this state and, if applicable, the laws of the other jurisdiction with respect to the merger. (b) A merger of one or more domestic corporations with one or more foreign corporations is governed by ORS 60.501. (2) The plan of merger shall set forth: (a) The name and type of each business entity planning to merge; (b) The name and type of the business entity that will survive; (c) A summary of the material terms and conditions of the merger; (d) The manner and basis of converting the shares or other ownership interests of each owner into shares, ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property in whole or in part; and (e) If any party is a business entity other than a corporation, any additional information required for a merger by the statutes governing that business entity. (3) The plan of merger may set forth: (a) Amendments to the articles of incorporation of a corporation, if the corporation is the surviving business entity; and (b) Other provisions relating to the merger. (4) One or more corporations may merge with a nonprofit corporation under ORS 65.481 to 65.504. [1987 c.52 §115; 1989 c.1010 §176; 1991 c.883 §9; 1999 c.362 §11; 2001 c.315 §13; 2003 c.80 §16]
OR Rev Stat § 60.484 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.484 - Share exchange.

(1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts a plan of exchange and, if required by ORS 60.487, the shareholders of each corporation approve the exchange. (2) The plan of exchange must set forth: (a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation; (b) A summary of the material terms and conditions of the exchange; and (c) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or for other property in full or part. (3) The plan of exchange may set forth other provisions relating to the exchange. (4) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise. [1987 c.52 §116; 1989 c.171 §7; 1989 c.1040 §27; 2003 c.80 §17]
OR Rev Stat § 60.494 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.494 - Articles and plan of merger or share exchange.

(1) After the owners of each business entity approve a plan of merger or share exchange, or a board of directors adopts the plan of merger or share exchange if shareholder approval is not required, the surviving or acquiring business entity shall deliver to the office of the Secretary of State for filing: (a) Articles of merger or articles of share exchange that set forth: (A) The name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; or (B) The name of the corporation that intends to acquire shares in a share exchange and the name of the corporation whose shares will be acquired; (b) A plan of merger or plan of share exchange, as appropriate, or in lieu of a plan of merger or plan of share exchange, a written declaration that: (A) Identifies an address for an office of the surviving entity where the plan of merger or plan of share exchange is on file; and (B) States that the surviving entity will provide any owner or shareholder of any constituent entity with a copy of the plan of merger or plan of share exchange upon request and at no cost; and (c) A written declaration that states that: (A) Each corporation that is a party to the merger or share exchange: (i) Obtained the requisite shareholder approval; or (ii) Did not require shareholder approval. (B) Each business entity, other than a corporation, that is a party to the merger or share exchange obtained authorization and approval in accordance with the statutes that govern the business entity. (2) The merger or share exchange takes effect on the later of the date and time determined in accordance with ORS 60.011 or the date and time determined in accordance with the statutes governing any business entity, other than a corporation, that is a party to the merger. [1987 c.52 §119; 1999 c.362 §13; 2001 c.104 §18; 2001 c.315 §1; 2015 c.28 §2]