reglab/housing_qa huggingface dataset:
OR Rev Stat § 60.223 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.223 - Meeting inspectors; duties.

(1) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors’ determinations. Each inspector shall take and sign an oath to faithfully execute the duties of the inspector with strict impartiality and according to the best of the inspector’s ability. (2) The inspectors shall: (a) Ascertain the number of shares outstanding and the voting power of each share; (b) Determine the shares represented at a meeting; (c) Determine the validity of proxies and ballots; (d) Count all votes; and (e) Determine the result. (3) An inspector may be an officer or employee of the corporation. [2003 c.80 §9]
OR Rev Stat § 60.224 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.224 - Shareholders’ list for meeting.

(1) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group, and within each voting group by class or series of shares and show the address of and number of shares held by each shareholder. (2) The shareholders’ list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, the shareholder’s agent or attorney is entitled on written demand to inspect and, subject to the requirements of ORS 60.774 (3), to copy the list during regular business hours and at the shareholder’s expense during the period it is available for inspection. (3) The corporation shall make the shareholders’ list available at the meeting, and any shareholder, the shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment. (4) If the corporation refuses to allow a shareholder, the shareholder’s agent or attorney to inspect the shareholders’ list before or at the meeting or copy the list as permitted by subsection (2) of this section, on application of the shareholder, the circuit court of the county where a corporation’s principal office is located, or if the principal office is not in this state, where its registered office is or was last located, may enter a temporary restraining order or preliminary injunction pursuant to ORCP 79 ordering the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. The party initiating such a proceeding shall not be required to post an undertaking pursuant to ORCP 82 A. (5) Refusal or failure to prepare or make available the shareholder’s list does not affect the validity of action taken at the meeting. [1987 c.52 §56]
OR Rev Stat § 60.227 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.227 - Voting entitlement of shares.

(1) Except as provided in subsections (2) and (3) of this section and in ORS 60.807, or unless a corporation’s articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote. (2) The shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second domestic or foreign corporation, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation. (3) Subsection (2) of this section does not limit the power of a corporation to vote any shares, including the corporation’s own shares that the corporation holds in a fiduciary capacity. (4) Redeemable shares are not entitled to vote after notice of redemption is delivered to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. [1987 c.52 §57; 1989 c.4 §7; 2017 c.55 §9]
OR Rev Stat § 60.234 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.234 - Shares held by nominees.

(1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (2) The procedure referred to in subsection (1) of this section may set forth: (a) The types of nominees to which it applies; (b) The rights or privileges that the corporation recognizes in a beneficial owner; (c) The manner in which the procedure is selected by the nominee; (d) The information that must be provided when the procedure is selected; (e) The period for which selection of the procedure is effective; and (f) Other aspects of the rights and duties created. [1987 c.52 §59]
OR Rev Stat § 60.241 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.241 - Quorum and voting requirements for voting groups.

(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide for a lesser or greater number in accordance with ORS 60.247, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. (2) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. (3) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes. (4) An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (2) or (3) of this section is governed by ORS 60.247. (5) The election of directors is governed by ORS 60.251. [1987 c.52 §61]
OR Rev Stat § 60.244 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.244 - Action by single and multiple voting groups.

(1) If the articles of incorporation or this chapter provide for voting by a single group on a matter, action on that matter is taken when voted upon by that voting group as provided in ORS 60.241. (2) If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in ORS 60.241. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. [1987 c.52 §62; 1991 c.883 §5]
OR Rev Stat § 60.247 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.247 - Modification of quorum or voting requirements.

(1) The articles of incorporation may provide for a lesser or greater quorum requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter, but in no event shall a quorum for shareholders, or any voting group of shareholders, consist of less than one-third of the votes entitled to be cast on any matter by the shareholders, or voting group of shareholders. The articles of incorporation may provide for a greater voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter. (2) An amendment to the articles of incorporation that adds a greater quorum or voting requirement must meet the quorum requirement and be adopted by the vote and voting groups required to take action under the quorum and voting requirements then in effect. An amendment to the articles of incorporation that changes or deletes a greater quorum or voting requirement must meet the quorum requirement and be adopted by the vote and voting groups required to take action immediately prior to the change or deletion. [1987 c.52 §63; 1989 c.1040 §19]
OR Rev Stat § 60.251 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.251 - Voting for directors.

(1) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (2) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide. (3) A statement included in the articles of incorporation that "all shareholders are entitled to cumulate their votes for directors," "a designated voting group of shareholders are entitled to cumulate their votes for director" or words of similar import means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. [1987 c.52 §64; 1993 c.403 §3]
OR Rev Stat § 60.254 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.254 - Voting trusts.

(1) One or more shareholders may create a voting trust and conferring on a trustee the right to vote or otherwise act for them by signing an agreement setting out the provisions of the trust which may include anything consistent with its purpose and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation’s principal office. (2) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee’s name. A voting trust is valid for not more than 10 years after its effective date unless extended under subsection (3) of this section. (3) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing an extension agreement and obtaining the voting trustee’s written consent to the extension. An extension is valid for 10 years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation’s principal office. An extension agreement binds only those parties signing it. [1987 c.52 §65]
OR Rev Stat § 60.257 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.257 - Voting agreements.

(1) Two or more persons may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not a voting trust subject to the provisions of ORS 60.254. (2) A voting agreement created under this section is specifically enforceable. [1987 c.52 §66]
OR Rev Stat § 60.261 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.261 - Derivative proceedings.

(1) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time. (2) A complaint in a proceeding brought in the right of a corporation must allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed. (3) A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected. (4) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on behalf of the beneficial owner. [1987 c.52 §67]
OR Rev Stat § 60.270 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.270 - Definitions for ORS 60.270 to 60.291.

As used in ORS 60.270 to 60.291: (1) "Corporate action" means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation’s behalf. (2) "Corrected corporate action" means a corporate action that a corporation ratifies in accordance with ORS 60.270 to 60.291. (3) "Date of the defective corporate action" means the date, or the approximate date, on which a corporation took a defective corporate action. (4) "Defective corporate action" means: (a) An action that, but for a failure of authorization, is within the corporation’s power to take and would have been within the corporation’s power to take at the time the corporation took the action; and (b) An overissue. (5) "Effective date of validation" means, irrespective of a filing or the pendency of a judicial proceeding under ORS 60.291 and unless a court orders otherwise, the later of the time at which: (a) The shareholders of the corporation approve a ratification of a defective corporate action or, if the ratification does not require shareholder approval, the date on which the notice described in ORS 60.282 becomes effective in accordance with ORS 60.034; or (b) Articles of validation filed in accordance with ORS 60.288 become effective. (6) "Failure of authorization" means a failure to authorize, approve or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party if, and to the extent that, the failure renders the corporate action void or voidable. (7) "Overissue" means an issuance of shares of a class or series of the corporation that: (a) Exceeds the number of shares of a class or series that the corporation has the power to issue under ORS 60.131 at the time the corporation issued the shares; or (b) The corporation’s articles of incorporation do not authorize. (8) "Putative share" means a share of any class or series of the corporation that the corporation created or issued as a result of a defective corporate action, including a share the corporation issued upon an exercise of rights, warrants or other securities that are convertible into shares of the corporation or interests with respect to shares of the corporation, and that: (a) Would be a valid share, but for the defective corporate action; or (b) The board of directors cannot determine to be a valid share. (9) "Valid share" means a share of any class or series of the corporation that the corporation duly authorizes and validly issues in accordance with this chapter, including an authorization and issuance that is a result of a ratification or validation under ORS 60.270 to 60.291. [2019 c.325 §2]
OR Rev Stat § 60.273 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.273 - Defective corporate action; ratification or validation; effective date.

(1) A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS 60.276 or validates the defective corporate action in accordance with ORS 60.288. (2) Ratification under ORS 60.276 or validation under ORS 60.288 is not the exclusive means of ratifying or validating a defective corporate action. An absence or failure to ratify or validate a corporate action in accordance with ORS 60.270 to 60.291 does not: (a) Affect the validity or effectiveness of a corporate action that is properly ratified under common law or otherwise; or (b) Create a presumption that the corporate action is or was a defective corporate action or is or was void or voidable. (3)(a) A putative share becomes a valid share as of the date on which a corporation: (A) Effectively amends the corporation’s articles of incorporation under this chapter to create, designate or authorize the share; or (B) Takes another action under ORS 60.270 to 60.291 to ratify or validate a creation, designation or authorization of the share. (b) The effective date of a putative share that becomes a valid share in accordance with paragraph (a) of this subsection is the date on which the corporation originally or purportedly issued the putative share. [2019 c.325 §3]
OR Rev Stat § 60.276 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.276 - Ratification by board of directors; procedure; submission to shareholders.

(1) Except as provided in ORS 60.273 (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall: (a) Identify the defective corporate action the proposal seeks to ratify and, if the defective corporate action involved an issuance of putative shares, the number and type of putative shares the corporation purportedly issued; (b) State the date on which the defective corporate action occurred; (c) Describe the nature of the failure of authorization or overissue that resulted in the corporate action becoming a defective corporate action; and (d) State that the board of directors intends to ratify the defective corporate action. (2) If the board of directors proposes to ratify a defective corporate action that relates to the election under ORS 60.057 of the initial board of directors, a majority of the individuals who are exercising the powers of the corporation’s directors, in a notice of the proposal to ratify the defective corporate action, shall: (a) Identify the person or persons who first took action in the name of the corporation as the initial board of directors; (b) State the date on which, as appropriate, the person or persons: (A) First took the action; or (B) Were purportedly elected as the initial board of directors; (c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and (d) State that the board of directors intends to ratify the defective corporate action. (3) If the board of directors takes action to ratify a defective corporate action, the board shall submit the ratification to the shareholders for approval in accordance with ORS 60.279 if a provision of this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party requires shareholder approval of the ratification or would have required shareholder approval of the defective corporate action on the date of the defective corporate action. (4) Unless the proposal for ratification under subsection (1) of this section provides otherwise, after the board of directors ratifies the defective corporate action and the shareholders, if required, approve the ratification, the board of directors may abandon the ratification at any time before the effective date of validation without further action from the shareholders. [2019 c.325 §4]
OR Rev Stat § 60.282 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.282 - Notice of ratification by board of directors.

(1)(a) Except as provided in paragraph (b) of this subsection, unless the shareholders of a corporation must approve a ratification of a defective corporate action under ORS 60.276 (3), the corporation shall send notice of the ratification to each person, whether or not the person may vote, that holds valid and putative shares of the corporation on: (A) The later of the date on which the board of directors ratified the defective corporate action or the shareholders approved the ratification; and (B) The date of the defective corporate action. (b) A corporation need not send notice to a person that holds valid or putative shares if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice. (2) A notice under subsection (1) of this section must: (a) Provide a copy of the action the board of directors took and the information required under ORS 60.276. (b)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 60.291. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice. (B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 60.291, the notice must: (i) State the date on which the corporation anticipates that a person must bring an action; or (ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation. (3) A corporation need not send a notice under this section with respect to a ratification that the corporation must submit to shareholders for approval if the corporation sends notice in accordance with ORS 60.279. (4) A corporation may send a notice required under this section by any method permitted under ORS 60.034 and, for any corporation that is subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as in effect on January 1, 2020, by filing notice with the United States Securities and Exchange Commission. [2019 c.325 §6]