reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.061 - Bylaws.

(1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. [1987 c.52 §20]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.064 - Emergency bylaws.

(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may contain all provisions necessary for managing the corporation during the emergency, including:
(a) Procedures for calling a meeting of the board of directors;
(b) Quorum requirements for the meeting; and
(c) Designation of additional or substitute directors.
(2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(3) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.
(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. [1987 c.52 §21]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.074 - Purposes; prohibition on illegal purposes.

(1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. A person may not incorporate a corporation under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency.
(2) A business that is subject to regulation under another statute of the state may not be incorporated under this chapter if the business must be organized under the other statute. [1987 c.52 §22; 1989 c.1040 §8; 2017 c.705 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.077 - General powers.

(1) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name.
(2) Unless its articles of incorporation provide otherwise, every corporation has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power to:
(a) Sue and be sued and complain and defend in its corporate name;
(b) Have a corporate seal, which may be altered at will, and use it or a facsimile thereof, by impressing, affixing or reproducing it in any other manner;
(c) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state for managing the business and regulating the affairs of the corporation;
(d) Purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with real or personal property, or any interest in property, wherever located;
(e) Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;
(f) Purchase, receive, subscribe for, acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of and deal in and with shares or other interests in, or obligations of, any other entity;
(g) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds and other obligations that may be convertible into other securities of the corporation or include the option to purchase other securities of the corporation and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;
(h) Lend money, invest and reinvest corporate funds and receive and hold real and personal property as security for repayment;
(i) Be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;
(j) Conduct its business, locate offices and exercise the powers granted by this chapter within or without this state;
(k) Elect directors and appoint officers, employees and agents of the corporation;
(L) Define directors’, officers’, employees’ and agents’ duties, fix their compensation and lend them money and credit;
(m) Pay pensions and establish pension plans, share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents;
(n) Make donations for the public welfare or for charitable, scientific or educational purposes;
(o) Transact any lawful business that will aid governmental policy; and
(p) Make payment or donations or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation. [1987 c.52 §23]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.081 - Emergency powers.

(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:
(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and
(b) Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so.
(2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:
(a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio.
(b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of the officer’s rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(3) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(a) Binds the corporation; and
(b) May not be used to impose liability on a corporate director, officer, employee or agent.
(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. [1987 c.52 §24]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.084 - Challenges to validity of corporate acts.

(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(2) A corporation’s power to act may be challenged:
(a) In a proceeding by a shareholder against the corporation to enjoin the act;
(b) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee or other legal representative against an incumbent or former director, officer, employee or agent of the corporation;
(c) In a proceeding by the Attorney General under ORS 60.661; or
(d) In an action under ORS 60.291.
(3) In a shareholder’s proceeding under subsection (2)(a) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss other than anticipated profits suffered by the corporation or another party because of enjoining the unauthorized act. [1987 c.52 §25; 2019 c.325 §20]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.094 - Corporate name.

(1) A corporate name shall contain one or more of the words "corporation," "incorporated," "company" or "limited" or an abbreviation of one or more of those words.
(2) A corporate name shall not contain the word "cooperative."
(3) A corporate name shall be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation.
(4) A corporate name shall be distinguishable upon the records of the office from any other corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the office.
(5) The corporate name need not satisfy the requirement of subsection (4) of this section if the applicant delivers to the office a certified copy of a final judgment of a court of competent jurisdiction that finds that the applicant has a prior or concurrent right to use the corporate name in this state.
(6) The provisions of this section do not prohibit a corporation from transacting business under an assumed business name.
(7) The provisions of this section do not:
(a) Abrogate or limit the law governing unfair competition or unfair trade practices; or
(b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names. [1987 c.52 §26]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.097 - Reserved name.

(1) A person may apply to the Secretary of State to reserve a corporate name. The application must set forth the name and address of the applicant and the name the applicant intends to reserve.
(2) If the Secretary of State finds that the corporate name applied for conforms to ORS 60.094, the Secretary of State shall reserve the name for the applicant for a 120-day period.
(3) A person may transfer the reservation of a corporate name to another person by delivering to the Secretary of State a notice of the transfer signed by the person for whom the name was reserved and specifying the name and address of the transferee. [1987 c.52 §27; 2017 c.55 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.101 - Registered name.

(1) A foreign corporation may apply to the office to register its corporate name.
(2) The application must set forth the corporate name, the state or country of its incorporation, the date of its incorporation and a brief description of the nature of the business in which it is engaged and a statement that it is not carrying on or doing business in the State of Oregon. The application must be accompanied by a certificate of existence or a document of similar import current within 60 days of delivery, duly authenticated by the official having custody of corporate records in the state or country under whose law it is incorporated.
(3) If the Secretary of State finds that the name conforms to ORS 60.094 the Secretary of State shall register the name effective for one year. [1987 c.52 §28]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.111 - Registered office and registered agent.

(1) A corporation shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of the corporation’s places of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office.
(2) A registered agent must be:
(a) An individual who resides in this state and whose business office is identical to the registered office;
(b) A domestic corporation, domestic limited liability company, domestic professional corporation or domestic nonprofit corporation, the business office of which is identical to the registered office; or
(c) A foreign corporation, foreign limited liability company, foreign professional corporation or foreign nonprofit corporation that is authorized to transact business in this state, the business office of which is identical to the registered office. [1987 c.52 §29; 2001 c.315 §24; 2013 c.158 §20; 2017 c.705 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.114 - Change of registered office or registered agent.

(1) A corporation may change the corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that:
(a) Lists the name of the corporation;
(b) Specifies the address, including the street name and number, of the new registered office, if the corporation intends to change the registered office;
(c) Specifies the name of the new registered agent and states that the new agent has consented to the appointment, if the corporation intends to change the registered agent; and
(d) States that after the change or changes are made the street addresses of the registered office and the business office of the registered agent will be identical.
(2) If a registered agent changes the street address of the agent’s business office, the registered agent shall change the street address of the registered office of the corporation for which the agent is the registered agent by delivering:
(a) A signed written notice of the change to the corporation; and
(b) A signed statement to the Secretary of State that complies with the requirements of subsection (1) of this section and recites that the corporation has been notified of the change.
(3) The Secretary of State’s filing of the statement terminates the existing registered office or agent, or both, on the effective date of the filing and establishes the newly appointed registered office or agent, or both, as that of the corporation. [1987 c.52 §30; 2017 c.55 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.117 - Resignation of registered agent.

(1) A registered agent may resign as agent upon delivering a signed statement to the office and giving notice in the form of a copy of the statement to the corporation. The statement may include a statement that the registered office is also discontinued.
(2) Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the corporation under subsection (1) of this section shall be addressed to the corporation at the corporation’s mailing address or the corporation’s principal office as shown by the records of the office of the Secretary of State.
(3) The agency appointment is terminated and the registered office discontinued, if so provided, on the 31st day after the date on which the statement was filed by the Secretary of State, unless the corporation shall sooner appoint a successor registered agent as provided in ORS 60.114, thereby terminating the capacity of such agent. [1987 c.52 §31; 1993 c.190 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.121 - Service on corporation.

(1) The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served.
(2) The Secretary of State shall be an agent of a corporation including a dissolved corporation upon whom any such process, notice or demand may be served whenever the corporation fails to appoint or maintain a registered agent in this state or whenever the corporation’s registered agent cannot with reasonable diligence be found at the registered office.
(3) Service shall be made on the Secretary of State by:
(a) Serving the Secretary of State or a clerk on duty at the office a copy of the process, notice or demand, with any papers required by law to be delivered in connection with the service, and the required fee for each party being served or by mailing to the office a copy of the process, notice or demand and the required fee for each party being served by certified or registered mail;
(b) Transmittal by the person instituting the proceedings of notice of the service on the Secretary of State and copy of the process, notice or demand and accompanying papers to the corporation being served by certified or registered mail:
(A) At the last registered office of the corporation as shown by the records on file in the office of the Secretary of State; and
(B) At such address the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice; and
(c) Filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings stating that this section has been complied with.
(4) The Secretary of State shall keep a record of all processes, notices and demands served upon the Secretary of State under this section.
(5) After completion of initial service upon the Secretary of State, no additional documents need be served upon the Secretary of State to maintain jurisdiction in the same proceeding or to give notice of any motion or provisional process.
(6) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law, or enlarge the purposes for which service on the Secretary of State is permitted where such purposes are limited by other provisions of law. [1987 c.52 §32; 2007 c.71 §16]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.131 - Authorized shares.

(1)(a) Articles of incorporation must prescribe the classes of shares and the number of shares of each class that a corporation may issue.
(b) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to a share in the corporation.
(c) If the corporation may issue more than one class of shares, the articles of incorporation must prescribe a distinguishing designation for each class, and before shares of a class are issued, the preferences, limitations and relative rights of the class must be described in the articles of incorporation. All shares of a class must have preferences, limitations and relative rights identical to the preferences, limitations and relative rights of other shares of the same class except to the extent otherwise permitted by ORS 60.134 and 60.157.
(2) If the articles of incorporation authorize only one class of shares, that class has unlimited voting rights and rights to receive the net assets of the corporation upon dissolution. If the articles of incorporation authorize more than one class of shares, then one or more classes of shares must together have unlimited voting rights, and one or more classes of shares which may be the same class or classes as those with voting rights, must together be entitled to receive the net assets of the corporation upon dissolution.
(3) The articles of incorporation may authorize one or more classes of shares that:
(a) Have special, conditional or limited voting rights, or no voting rights, except to the extent prohibited by this chapter;
(b) Are redeemable or convertible as specified in the articles of incorporation:
(A) At the option of the corporation, the shareholder or another person or upon the occurrence of a designated event;
(B) For cash, indebtedness, securities or other property; or
(C) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(c) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or
(d) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
(4) The description of the designations, preferences, limitations and relative rights of share classes in subsection (3) of this section is not exhaustive. [1987 c.52 §33; 1989 c.4 §9; 1989 c.1040 §9; 2017 c.705 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.134 - Terms of class or series determined by board of directors.

(1) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, subject to the requirements of ORS 60.131, of any class of shares before the issuance of any shares of that class or one or more series within a class before the issuance of any shares of that series.
(2) Each series of a class must be given a distinguishing designation.
(3) All shares of a series must have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, of those of other series of the same class.
(4) Before issuing any shares of a class or series created under this section, the corporation must deliver to the office for filing, articles of amendment which are effective without shareholder action, that set forth:
(a) The name of the corporation;
(b) The text of the amendment determining the terms of the class or series of shares;
(c) The date it was adopted; and
(d) A statement that the amendment was duly adopted by the board of directors. [1987 c.52 §34; 1989 c.1040 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.137 - Issued and outstanding shares.

(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.
(2) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection (3) of this section and ORS 60.177 and 60.181.
(3) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. [1987 c.52 §35]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.141 - Fractional shares.

(1) A corporation may:
(a) Issue fractions of a share or pay in money the value of fractions of a share;
(b) Arrange for disposition of fractional shares by the shareholders; and
(c) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(2) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by ORS 60.161 (2).
(3) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, receive dividends and participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(4) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
(a) That the scrip will become void if not exchanged for full shares before a specified date; and
(b) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. [1987 c.52 §36]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.144 - Subscription for shares before incorporation.

(1) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(2) The board of directors may determine the payment term of subscriptions for shares that were entered into before incorporation unless the subscription agreement specifies the payment term. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(3) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(4) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement if the debt remains unpaid more than 20 days after the corporation sends a written demand for payment to the subscriber.
(5) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to ORS 60.147. [1987 c.52 §37; 2017 c.55 §7]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.147 - Issuance of shares.

(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation.
(3) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. A record of action by the board of directors authorizing the issuance of shares for a specified consideration may be relied upon in concluding that shares are validly issued, fully paid and nonassessable.
(4) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.
(5) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note or make other arrangements to restrict the transfer of shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the shares placed in escrow or restricted and the distributions credited may be canceled in whole or in part. [1987 c.52 §38; 1989 c.1040 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.151 - Liability of shareholders.

(1) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
(2) A shareholder of a corporation is not personally liable for the acts or debts of the corporation merely by reason of being a shareholder. [1987 c.52 §39]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.154 - Share dividends.

(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.
(2) Shares of one class or series may not be issued as a share dividend in respect to shares of another class or series unless the articles of incorporation so authorize, a majority of the votes entitled to be cast by the class or series to be issued approve the issue or there are no outstanding shares of the class or series to be issued.
(3) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.
(4) For purposes of this section, a share dividend shall include a share split, other than a reverse share split. [1987 c.52 §40; 1989 c.1040 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.157 - Share rights, options, warrants and other equity compensation; designation by officers.

(1) A corporation may issue rights, options or warrants for purchasing shares of the corporation. The board of directors shall determine the terms upon which the corporation issues the rights, options or warrants. The board shall also determine the form and content of the rights, options and warrants and the consideration for which the shares are to be issued.
(2) Rights, options or warrants issued to the holders of all shares of any class do not conflict with the provisions of ORS 60.131 (1) if the terms and conditions of the rights, options or warrants include restrictions or conditions that:
(a) Preclude or limit a person’s exercising, transferring or receiving rights, options or warrants if the person owns or offers to acquire a specified number or percentage of the outstanding stock or other securities of the corporation or any transferee of the person; or
(b) Invalidate or void the rights, options or warrants that the person or a transferee holds.
(3)(a) The board of directors may authorize one or more officers of the corporation to:
(A) Designate recipients of rights, options, warrants or other equity compensation awards for purchasing or receiving shares; and
(B) Determine, in accordance with amounts or limitations the board establishes, the number of, and the terms under which the recipient may receive, rights, options, warrants or other equity compensation awards.
(b) An officer to whom the board gives the authority described in this subsection may not use the authority to designate the officer or other persons the board identifies as ineligible to receive the rights, options, warrants or other equity compensation awards described in this subsection. [1987 c.52 §41; 1989 c.4 §10; 2013 c.201 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.161 - Form and content of certificates.

(1) Shares may be but are not required to be represented by certificates. Unless this chapter or another statute expressly provides otherwise, shareholder rights and obligations are identical whether or not shares are represented by certificates.
(2) At a minimum, each share certificate must state on the certificate’s face:
(a) The name of the issuing corporation and that the corporation is organized under the law of this state;
(b) The name of the person to whom the share is issued; and
(c) The number and class of shares and the designation of the series, if any, the certificate represents.
(3) If the issuing corporation issues different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class, the variations in rights, preferences and limitations determined for each series and the authority of the board of directors to determine variations for future series must be summarized on the front or back of each certificate, or each certificate may state conspicuously on the front or back that the corporation will furnish the shareholder with this information on request in writing and without charge.
(4) Each share certificate must be signed by two officers designated in the bylaws or by the board of directors. Each certificate may bear the corporate seal or a facsimile of the corporate seal.
(5) If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. [1987 c.52 §42; 2017 c.55 §8]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.164 - Shares without certificates.

(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(2) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by ORS 60.161 (2) and (3), and if applicable, ORS 60.167. [1987 c.52 §43]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.167 - Restriction on transfer of shares and other securities.

(1) The articles of incorporation, bylaws, agreements among shareholders or agreements between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(2) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by ORS 60.164 (2). Unless so noted, a restriction is not enforceable against a person who has no knowledge of the restriction.
(3) A restriction on the transfer or registration of transfer of shares is authorized:
(a) To maintain the corporation’s status when it is dependent on the number or identity of its shareholders;
(b) To preserve exemptions under federal or state securities law; or
(c) For any other reasonable purpose.
(4) A restriction on the transfer or registration of transfer of shares may:
(a) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively or simultaneously an opportunity to acquire the restricted shares;
(b) Obligate the corporation or other persons, separately, consecutively or simultaneously to acquire the restricted shares;
(c) Require the corporation, the holders of any class of its shares or another person to approve the transfer of the restricted shares if the requirement is not manifestly unreasonable; or
(d) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(5) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares. [1987 c.52 §44]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.177 - Corporation’s acquisition of its own shares.

(1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.
(2) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.
(3) If pursuant to this section, the number of authorized shares is reduced, articles of amendment shall be adopted by the board of directors which may be without shareholder action and shall be delivered to the office for filing. The articles shall set forth:
(a) The name of the corporation;
(b) The reduction in the number of authorized shares, itemized by class and series; and
(c) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
(4) For purposes of this section, if shares of one class or series of a corporation are converted into shares of another class or series of the corporation, the shares so converted shall be considered to have been acquired by the corporation. [1987 c.52 §47; 1993 c.403 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.181 - Distributions to shareholders.

(1) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (3) of this section.
(2) If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than a date involving a purchase, redemption or other acquisition of the corporation’s shares, it is the date the board of directors authorizes the distribution.
(3) A distribution may be made only if, after giving it effect, in the judgment of the board of directors:
(a) The corporation would be able to pay its debts as they become due in the usual course of business; and
(b) The corporation’s total assets would at least equal the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
(4) The board of directors may base a determination that a distribution is not prohibited under subsection (3) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(5) The effect of a distribution under subsection (3) of this section is measured:
(a) In the case of distribution by purchase, redemption or other acquisition of the corporation’s shares, as of the earlier of the date the money or other property is transferred or debt incurred by the corporation or the date the shareholder ceases to be a shareholder with respect to the acquired shares;
(b) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
(c) In all other cases, as of the date a distribution is authorized if the payment occurs within 120 days after the date of authorization or the date the payment is made if it occurs more than 120 days after the date of authorization.
(6) A corporation’s indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation’s indebtedness to its general unsecured creditors, unless the shareholder agrees to subordination or the corporation grants the shareholder a security interest or other lien against corporate assets to secure the indebtedness. [1987 c.52 §48; 1989 c.1040 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.201 - Annual meeting.

(1) Except as provided in subsection (4) of this section, a corporation shall hold an annual meeting of the shareholders at a time stated in or fixed in accordance with the bylaws.
(2) An annual shareholders’ meeting may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the board’s specification is not inconsistent with the bylaws. If the board of directors does not determine that the annual meeting will occur solely by means of remote communication and a place for the annual meeting is not stated in or otherwise fixed in accordance with the bylaws, the annual meeting must be held at the corporation’s principal office.
(3) A failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.
(4) If the articles of incorporation or bylaws of a corporation registered under the Investment Company Act of 1940, as amended, so provide, the corporation may not be required to hold an annual meeting in any year in which an election of directors is not required under the Investment Company Act of 1940, as amended. [1987 c.52 §49; 1991 c.883 §3; 1997 c.249 §24; 2013 c.274 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.204 - Special meeting.

(1) A corporation shall hold a special meeting of shareholders:
(a) On call of the board of directors of the corporation or of a person that the articles of incorporation or bylaws authorize to call the meeting; or
(b) Except as provided in this paragraph and in subsection (2) of this section, if the holders of at least 10 percent of all votes entitled to be cast on any issue proposed for consideration at the proposed special meeting sign, date and deliver to the corporation’s secretary one or more written demands for the meeting that describe the purpose or purposes for which the meeting is to be held. The articles of incorporation may fix a lower percentage or a higher percentage not exceeding 25 percent of all the votes entitled to be cast on any issue proposed for consideration. Unless otherwise provided in the articles of incorporation, a shareholder who signed the original demand for a special meeting may revoke the shareholder’s demand by signing a writing that contains a revocation. The revocation is effective if the corporation receives the writing before the corporation receives a demand sufficient to require the corporation to hold a special meeting.
(2) A publicly traded corporation shall hold a special meeting at the demand of shareholders of the publicly traded corporation only if the articles of incorporation or bylaws authorize the shareholders to demand a special meeting. The articles of incorporation or bylaws may also specify what percentage of votes entitled to be cast on an issue proposed for consideration at the special meeting will be necessary to require the publicly traded corporation to hold the special meeting.
(3) If not otherwise fixed under ORS 60.207 or 60.221, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(4) A special shareholders’ meeting may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the board’s specification is not inconsistent with the bylaws. If the board of directors does not determine that the special meeting will occur solely by means of remote communication and a place for the special meeting is not stated in or otherwise fixed in accordance with the bylaws, the special meeting must be held at the corporation’s principal office.
(5) Only business within the purpose or purposes described in the meeting notice required by ORS 60.214 (3) may be conducted at a special shareholders’ meeting.
(6) As used in this section, "publicly traded corporation" means a corporation the shares of which are traded on an established exchange or securities market that is subject to the regulatory authority of a state, the United States, a foreign government or an agency of a state, the United States or a foreign government. [1987 c.52 §50; 2003 c.80 §3; 2009 c.362 §1; 2013 c.274 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.207 - Court-ordered meeting.

(1) 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 the registered office of the corporation is or was last located, may summarily order a meeting to be held:
(a) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation’s fiscal year or 15 months after the corporation’s last annual meeting;
(b) On application of a shareholder who signed a demand for a special meeting valid under ORS 60.204 and notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation’s secretary or the special meeting was not held in accordance with the notice; or
(c) In accordance with ORS 60.291 for the purpose of approving a ratification of a defective corporate action, as defined in ORS 60.270.
(2) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(3) The shareholders’ request must be set for hearing at the earliest possible time and must take precedence over all matters, except matters of the same character and hearings on preliminary injunctions under ORCP 79 B(3). The court may not issue an order under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless the court fixes a different period in the order. [1987 c.52 §51; 2019 c.325 §21]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.209 - Meeting chairperson; closing of polls.

(1) At each meeting of shareholders, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence of such provision, by the board.
(2) Unless the articles of incorporation or bylaws provide otherwise, the chairperson shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.
(3) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.
(4) The chairperson of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be considered to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, or any revocations or changes thereto, may be accepted. [2003 c.80 §5]