reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.354 - Committees; powers; limitations.

(1) Unless this chapter, the articles of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on each committee.
(2) Unless this chapter provides otherwise, the creation of a committee and appointment of members to it must be approved by the greater of:
(a) A majority of all the directors in office when the action is taken; or
(b) The number of directors required by the articles of incorporation or bylaws to take action under ORS 60.351.
(3) ORS 60.337 to 60.351 apply both to committees of the board and to members of the committees.
(4) Except as provided in subsection (5) of this section, to the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under ORS 60.301.
(5) A committee may not:
(a) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;
(b) Approve or propose to shareholders action that this chapter requires be approved by shareholders;
(c) Fill vacancies on the board of directors or, subject to subsection (7) of this section, on any of its committees; or
(d) Adopt, amend or repeal bylaws.
(6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in ORS 60.357.
(7) The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the articles of incorporation, the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint a director to act in place of the absent or disqualified member. [1987 c.52 §84; 1989 c.1040 §22; 1991 c.883 §6; 1993 c.403 §5; 2003 c.80 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.357 - General standards for directors.

(1) A director shall discharge the duties of a director, including the duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the director reasonably believes to be in the best interests of the corporation.
(2) In discharging the duties of a director, a director is entitled to rely on information, opinions, reports or statements including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or
(c) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director’s office in compliance with this section.
(5) When evaluating any offer of another party to make a tender or exchange offer for any equity security of the corporation, or any proposal to merge or consolidate the corporation with another corporation or to purchase or otherwise acquire all or substantially all the properties and assets of the corporation, the directors of the corporation may, in determining what they believe to be in the best interests of the corporation, give due consideration to the social, legal and economic effects on employees, customers and suppliers of the corporation and on the communities and geographical areas in which the corporation and its subsidiaries operate, the economy of the state and nation, the long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation, and other relevant factors. [1987 c.52 §85; 1989 c.4 §8]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.364 - Loans to directors.

(1) Except as provided by subsection (3) of this section, a corporation may not lend money to or guarantee the obligation of a director of the corporation unless:
(a) The particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, excluding the votes of shares owned by or voted under the control of the benefited director; or
(b) The corporation’s board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees.
(2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan.
(3) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations. [1987 c.52 §87]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.367 - Liability for unlawful distributions.

(1) Unless the director complies with the applicable standards of conduct described in ORS 60.357, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation.
(2) A director held liable for an unlawful distribution under subsection (1) of this section is entitled to contribution:
(a) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in ORS 60.357; and
(b) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or the articles of incorporation. [1987 c.52 §88]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.371 - Required officers.

(1) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws which shall include a president and a secretary.
(2) A duly appointed officer may appoint one or more officers or assistant officers if such appointment is authorized by the bylaws or the board of directors.
(3) The secretary shall have the responsibility for preparing minutes of the directors’ and shareholders’ meetings and for authenticating records of the corporation.
(4) The same individual may simultaneously hold more than one office in a corporation. [1987 c.52 §89]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.374 - Duties of officers.

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. [1987 c.52 §90]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.377 - Standard of conduct for officers.

(1) An officer with discretionary authority shall discharge the duties of an officer under that authority:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the officer reasonably believes to be in the best interests of the corporation.
(2) In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
(b) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.
(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the office in compliance with this section. [1987 c.52 §91]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.381 - Resignation and removal of officers.

(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective under ORS 60.034 unless the notice specifies a later effective time. If a resignation is made effective at a later time and the corporation accepts the future effective time, the corporation’s board of directors or the appointing officer may fill the pending vacancy before the effective time if the board of directors or the appointing officer provides that the successor does not take office until the effective time.
(2) An officer may be removed at any time with or without cause by:
(a) The board of directors;
(b) The appointing officer, unless otherwise provided by the bylaws or the board of directors; or
(c) Any other officer if authorized by the bylaws or the board of directors.
(3) Once delivered, a notice of resignation is irrevocable unless the board of directors permits the revocation.
(4) As used in this section, "appointing officer" means the officer or any successor to the officer who appointed the officer that is resigning or being removed. [1987 c.52 §92; 1993 c.403 §6; 2003 c.80 §13; 2017 c.55 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.387 - Definitions for ORS 60.387 to 60.414.

As used in ORS 60.387 to 60.414:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the corporation’s request if the director’s duties to the corporation also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan or reasonable expenses incurred with respect to a proceeding.
(5) "Officer" means an individual who is or was an officer of a corporation or an individual who, while an officer of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. An officer is considered to be serving an employee benefit plan at the corporation’s request if the officer’s duties to the corporation also impose duties on or include services by the officer to the employee benefit plan or to participants in or beneficiaries of the plan. "Officer" includes, unless the context requires otherwise, the estate or personal representative of an officer.
(6) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. [1987 c.52 §94]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.391 - Authority to indemnify directors.

(1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if:
(a) The conduct of the individual was in good faith;
(b) The individual reasonably believed that the individual’s conduct was in the best interests of the corporation, or at least was not opposed to the corporation’s best interests; and
(c) In the case of a criminal proceeding, the individual did not have reasonable cause to believe the individual’s conduct was unlawful.
(2) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (1)(b) of this section.
(3) Terminating a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or the equivalent of nolo contendere does not, of itself, determine that the director did not meet the standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section in connection with:
(a) A proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(b) A proceeding that charged the director with and adjudged the director liable for improperly receiving a personal benefit.
(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
(6)(a) A corporation that provides indemnification to a director in accordance with the corporation’s articles of incorporation or bylaws may not amend the articles of incorporation or bylaws so as to eliminate or impair the director’s right to indemnification after an act or omission occurs that subjects the director to a proceeding or to liability for which the director seeks indemnification under the terms of the articles of incorporation or bylaws.
(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to indemnification if at the time the act or omission occurred the corporation’s articles of incorporation or bylaws explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1987 c.52 §95; 2011 c.227 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.394 - Mandatory indemnification.

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. [1987 c.52 §96]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.397 - Payment of director’s expenses in connection with proceeding.

(1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(a) The director furnishes the corporation with a signed written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 60.391; and
(b) The director furnishes the corporation with a written undertaking, signed personally or on the director’s behalf, to repay the advance if the director is ultimately determined not to have met the standard of conduct.
(2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(3) An authorization of payments under this section may be made by provision in the articles of incorporation or bylaws, by a resolution of the shareholders or board of directors or by contract.
(4)(a) A corporation that authorizes payments in accordance with subsection (3) of this section may not amend or rescind the articles of incorporation, bylaws or resolution that authorizes the payments so as to eliminate or impair a director’s right to payments after an act or omission occurs that subjects the director to a proceeding for which the director seeks payment.
(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to payments if at the time the act or omission occurred the corporation’s articles of incorporation, bylaws or resolution explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1987 c.52 §97; 2011 c.227 §2; 2017 c.55 §14]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.401 - Court-ordered indemnification.

Unless the corporation’s articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:
(1) The director is entitled to mandatory indemnification under ORS 60.394, in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or
(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in ORS 60.391 or was adjudged liable as described in ORS 60.391 (4), whether the liability is based on a judgment, settlement or proposed settlement or otherwise. [1987 c.52 §98]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.404 - Determination and authorization of indemnification.

(1) A corporation may not indemnify a director under ORS 60.391 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in ORS 60.391.
(2) A determination that indemnification of a director is permissible shall be made:
(a) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(b) If a quorum cannot be obtained under paragraph (a) of this subsection, by a majority vote of a committee duly designated by the board of directors consisting solely of two or more directors not at the time parties to the proceeding. However, directors who are parties to the proceeding may participate in designation of the committee;
(c) By special legal counsel selected by the board of directors or its committee in the manner prescribed in paragraph (a) or (b) of this subsection or, if a quorum of the board of directors cannot be obtained under paragraph (a) of this subsection and a committee cannot be designated under paragraph (b) of this subsection, the special legal counsel shall be selected by majority vote of the full board of directors, including directors who are parties to the proceeding; or
(d) By the shareholders.
(3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (2)(c) of this section to select counsel. [1987 c.52 §99]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.407 - Indemnification of officers, employees and agents.

Unless a corporation’s articles of incorporation provide otherwise:
(1) An officer of the corporation is entitled to mandatory indemnification under ORS 60.394, and is entitled to apply for court-ordered indemnification under ORS 60.401, in each case to the same extent as a director under ORS 60.394 and 60.401.
(2) The corporation may indemnify and advance expenses under ORS 60.387 to 60.411 to an officer, employee or agent of the corporation to the same extent as to a director. [1987 c.52 §100]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.411 - Insurance.

A corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The corporation may purchase and maintain the insurance even if the corporation has no power to indemnify the individual against the same liability under ORS 60.391 or 60.394. [1987 c.52 §101]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.414 - Application of ORS 60.387 to 60.411.

(1) The indemnification and provisions for advancement of expenses provided by ORS 60.387 to 60.411 shall not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the corporation’s articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of shareholders or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Specifically and not by way of limitation, a corporation shall have the power to make or agree to make any further indemnification, including advancement of expenses, of:
(a) Any director as authorized by the articles of incorporation, any bylaws approved, adopted or ratified by the shareholders or any resolution or agreement approved, adopted or ratified, before or after such indemnification or agreement is made, by the shareholders, provided that no such indemnification shall indemnify any director from or on account of acts or omissions for which liability could not be eliminated under ORS 60.047 (2)(d); and
(b) Any officer, employee or agent who is not a director as authorized by its articles of incorporation or bylaws, general or specific action of its board of directors or agreement. Unless the articles of incorporation, or any such bylaws, agreement or resolution provide otherwise, any determination as to any further indemnity under this paragraph shall be made in accordance with ORS 60.404.
(2) If articles of incorporation limit indemnification or advance of expenses, any indemnification and advance of expenses are valid only to the extent consistent with the articles of incorporation.
(3) ORS 60.387 to 60.411 do not limit a corporation’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to a proceeding. [1987 c.52 §102; 1991 c.883 §7]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.431 - Authority.

(1) A corporation may amend its articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as amended would be permitted under this chapter as of the effective date of the amendment.
(2) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, purpose or duration of the corporation. [1987 c.52 §103]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.434 - Amendment by board of directors.

Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action to:
(1) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) Delete the names and addresses of the initial directors;
(3) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the office of the Secretary of State;
(4) Delete the mailing address if an annual report has been filed with the office of the Secretary of State;
(5) Change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co." or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;
(6) In the case of a corporation registered as an open-end investment company under the Investment Company Act of 1940, as amended, increase or decrease the number of shares the corporation is authorized to issue; or
(7) Make any other change expressly permitted by this chapter to be made without shareholder action. [1987 c.52 §104; 1989 c.1040 §23; 1991 c.883 §8; 1997 c.249 §25]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.461 - Amendment or repeal by board of directors or shareholders.

(1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:
(a) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or
(b) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(2) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors. [1987 c.52 §112]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.464 - Bylaw increasing quorum or voting requirement for shareholders.

(1) If expressly authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or the quorum and voting requirement proposed to be adopted, whichever is greater.
(2) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (1) of this section may not be adopted, amended or repealed by the board of directors. [1987 c.52 §113]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]