reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.214 - Notice of meeting.

(1) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders’ meeting not earlier than 60 days nor less than 10 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(2) Unless required by this chapter or the articles of incorporation, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(3) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.
(4) If not otherwise fixed under ORS 60.207 or 60.221, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the day before the first notice is mailed or otherwise transmitted for delivery to shareholders in accordance with ORS 60.034.
(5) Unless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under ORS 60.221, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date. [1987 c.52 §53; 1989 c.1040 §16; 1991 c.883 §4; 2003 c.80 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.217 - Waiver of notice.

(1) A shareholder may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the corporation for inclusion in the minutes for filing with the corporate records.
(2) A shareholder’s attendance at a meeting waives objection to:
(a) Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. [1987 c.52 §54]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.219 - Adjournment of meeting.

Unless otherwise provided in the articles of incorporation or bylaws, a majority of votes represented at a meeting of shareholders, whether or not a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any shareholder of any adjournment, except as such notice may be required by ORS 60.214. At the adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held. [1989 c.1040 §18]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.221 - Record date.

(1) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action. The record date must be the same for all voting groups. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date, or a later time on the date the board of directors fixes the record date, as the record date.
(2)(a) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.
(b) A determination of shareholders must be made as of the close of business on the record date unless another time for making the determination is specified when the record date is fixed.
(3) A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which the board must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
(4) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, the court may provide that the original record date continues in effect or the court may fix a new record date. [1987 c.52 §55; 1993 c.403 §2; 2013 c.158 §21; 2013 c.274 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.222 - Participation at meeting.

(1)(a) Shareholders and proxy holders that are not physically present for a shareholders’ meeting may participate in the meeting, be deemed present in person and vote if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board adopts.
(b) Before a board of directors may authorize shareholders or proxy holders to participate by remote communication in a shareholders’ meeting, the corporation shall implement measures to:
(A) Verify that a person that is participating in the meeting by remote communication is a shareholder or a proxy holder; and
(B) Ensure that a shareholder or proxy holder may participate by remote communication in an effective manner.
(c) The corporation shall maintain a record of the vote or other action of a shareholder or proxy holder that participates in a shareholders’ meeting by remote communication.
(2) The notice of each annual or special meeting of shareholders at which the board authorizes participation in the manner described in subsection (1) of this section shall state that the board authorizes participation by remote communication and shall describe how a shareholder may notify the corporation of the shareholder’s desire to participate in the meeting by remote communication. [1989 c.1040 §15; 2013 c.274 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.223 - Meeting inspectors; duties.

(1) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors’ determinations. Each inspector shall take and sign an oath to faithfully execute the duties of the inspector with strict impartiality and according to the best of the inspector’s ability.
(2) The inspectors shall:
(a) Ascertain the number of shares outstanding and the voting power of each share;
(b) Determine the shares represented at a meeting;
(c) Determine the validity of proxies and ballots;
(d) Count all votes; and
(e) Determine the result.
(3) An inspector may be an officer or employee of the corporation. [2003 c.80 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.224 - Shareholders’ list for meeting.

(1) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group, and within each voting group by class or series of shares and show the address of and number of shares held by each shareholder.
(2) The shareholders’ list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, the shareholder’s agent or attorney is entitled on written demand to inspect and, subject to the requirements of ORS 60.774 (3), to copy the list during regular business hours and at the shareholder’s expense during the period it is available for inspection.
(3) The corporation shall make the shareholders’ list available at the meeting, and any shareholder, the shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(4) If the corporation refuses to allow a shareholder, the shareholder’s agent or attorney to inspect the shareholders’ list before or at the meeting or copy the list as permitted by subsection (2) of this section, on application of the shareholder, the circuit court of the county where a corporation’s principal office is located, or if the principal office is not in this state, where its registered office is or was last located, may enter a temporary restraining order or preliminary injunction pursuant to ORCP 79 ordering the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. The party initiating such a proceeding shall not be required to post an undertaking pursuant to ORCP 82 A.
(5) Refusal or failure to prepare or make available the shareholder’s list does not affect the validity of action taken at the meeting. [1987 c.52 §56]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.227 - Voting entitlement of shares.

(1) Except as provided in subsections (2) and (3) of this section and in ORS 60.807, or unless a corporation’s articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.
(2) The shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second domestic or foreign corporation, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.
(3) Subsection (2) of this section does not limit the power of a corporation to vote any shares, including the corporation’s own shares that the corporation holds in a fiduciary capacity.
(4) Redeemable shares are not entitled to vote after notice of redemption is delivered to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. [1987 c.52 §57; 1989 c.4 §7; 2017 c.55 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.234 - Shares held by nominees.

(1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(2) The procedure referred to in subsection (1) of this section may set forth:
(a) The types of nominees to which it applies;
(b) The rights or privileges that the corporation recognizes in a beneficial owner;
(c) The manner in which the procedure is selected by the nominee;
(d) The information that must be provided when the procedure is selected;
(e) The period for which selection of the procedure is effective; and
(f) Other aspects of the rights and duties created. [1987 c.52 §59]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.241 - Quorum and voting requirements for voting groups.

(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide for a lesser or greater number in accordance with ORS 60.247, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(2) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(3) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes.
(4) An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (2) or (3) of this section is governed by ORS 60.247.
(5) The election of directors is governed by ORS 60.251. [1987 c.52 §61]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.244 - Action by single and multiple voting groups.

(1) If the articles of incorporation or this chapter provide for voting by a single group on a matter, action on that matter is taken when voted upon by that voting group as provided in ORS 60.241.
(2) If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in ORS 60.241. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. [1987 c.52 §62; 1991 c.883 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.247 - Modification of quorum or voting requirements.

(1) The articles of incorporation may provide for a lesser or greater quorum requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter, but in no event shall a quorum for shareholders, or any voting group of shareholders, consist of less than one-third of the votes entitled to be cast on any matter by the shareholders, or voting group of shareholders. The articles of incorporation may provide for a greater voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter.
(2) An amendment to the articles of incorporation that adds a greater quorum or voting requirement must meet the quorum requirement and be adopted by the vote and voting groups required to take action under the quorum and voting requirements then in effect. An amendment to the articles of incorporation that changes or deletes a greater quorum or voting requirement must meet the quorum requirement and be adopted by the vote and voting groups required to take action immediately prior to the change or deletion. [1987 c.52 §63; 1989 c.1040 §19]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.251 - Voting for directors.

(1) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
(2) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
(3) A statement included in the articles of incorporation that "all shareholders are entitled to cumulate their votes for directors," "a designated voting group of shareholders are entitled to cumulate their votes for director" or words of similar import means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. [1987 c.52 §64; 1993 c.403 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.254 - Voting trusts.

(1) One or more shareholders may create a voting trust and conferring on a trustee the right to vote or otherwise act for them by signing an agreement setting out the provisions of the trust which may include anything consistent with its purpose and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation’s principal office.
(2) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee’s name. A voting trust is valid for not more than 10 years after its effective date unless extended under subsection (3) of this section.
(3) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing an extension agreement and obtaining the voting trustee’s written consent to the extension. An extension is valid for 10 years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation’s principal office. An extension agreement binds only those parties signing it. [1987 c.52 §65]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.257 - Voting agreements.

(1) Two or more persons may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not a voting trust subject to the provisions of ORS 60.254.
(2) A voting agreement created under this section is specifically enforceable. [1987 c.52 §66]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.261 - Derivative proceedings.

(1) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.
(2) A complaint in a proceeding brought in the right of a corporation must allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.
(3) A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.
(4) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on behalf of the beneficial owner. [1987 c.52 §67]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.270 - Definitions for ORS 60.270 to 60.291.

As used in ORS 60.270 to 60.291:
(1) "Corporate action" means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation’s behalf.
(2) "Corrected corporate action" means a corporate action that a corporation ratifies in accordance with ORS 60.270 to 60.291.
(3) "Date of the defective corporate action" means the date, or the approximate date, on which a corporation took a defective corporate action.
(4) "Defective corporate action" means:
(a) An action that, but for a failure of authorization, is within the corporation’s power to take and would have been within the corporation’s power to take at the time the corporation took the action; and
(b) An overissue.
(5) "Effective date of validation" means, irrespective of a filing or the pendency of a judicial proceeding under ORS 60.291 and unless a court orders otherwise, the later of the time at which:
(a) The shareholders of the corporation approve a ratification of a defective corporate action or, if the ratification does not require shareholder approval, the date on which the notice described in ORS 60.282 becomes effective in accordance with ORS 60.034; or
(b) Articles of validation filed in accordance with ORS 60.288 become effective.
(6) "Failure of authorization" means a failure to authorize, approve or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party if, and to the extent that, the failure renders the corporate action void or voidable.
(7) "Overissue" means an issuance of shares of a class or series of the corporation that:
(a) Exceeds the number of shares of a class or series that the corporation has the power to issue under ORS 60.131 at the time the corporation issued the shares; or
(b) The corporation’s articles of incorporation do not authorize.
(8) "Putative share" means a share of any class or series of the corporation that the corporation created or issued as a result of a defective corporate action, including a share the corporation issued upon an exercise of rights, warrants or other securities that are convertible into shares of the corporation or interests with respect to shares of the corporation, and that:
(a) Would be a valid share, but for the defective corporate action; or
(b) The board of directors cannot determine to be a valid share.
(9) "Valid share" means a share of any class or series of the corporation that the corporation duly authorizes and validly issues in accordance with this chapter, including an authorization and issuance that is a result of a ratification or validation under ORS 60.270 to 60.291. [2019 c.325 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.273 - Defective corporate action; ratification or validation; effective date.

(1) A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS 60.276 or validates the defective corporate action in accordance with ORS 60.288.
(2) Ratification under ORS 60.276 or validation under ORS 60.288 is not the exclusive means of ratifying or validating a defective corporate action. An absence or failure to ratify or validate a corporate action in accordance with ORS 60.270 to 60.291 does not:
(a) Affect the validity or effectiveness of a corporate action that is properly ratified under common law or otherwise; or
(b) Create a presumption that the corporate action is or was a defective corporate action or is or was void or voidable.
(3)(a) A putative share becomes a valid share as of the date on which a corporation:
(A) Effectively amends the corporation’s articles of incorporation under this chapter to create, designate or authorize the share; or
(B) Takes another action under ORS 60.270 to 60.291 to ratify or validate a creation, designation or authorization of the share.
(b) The effective date of a putative share that becomes a valid share in accordance with paragraph (a) of this subsection is the date on which the corporation originally or purportedly issued the putative share. [2019 c.325 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.276 - Ratification by board of directors; procedure; submission to shareholders.

(1) Except as provided in ORS 60.273 (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall:
(a) Identify the defective corporate action the proposal seeks to ratify and, if the defective corporate action involved an issuance of putative shares, the number and type of putative shares the corporation purportedly issued;
(b) State the date on which the defective corporate action occurred;
(c) Describe the nature of the failure of authorization or overissue that resulted in the corporate action becoming a defective corporate action; and
(d) State that the board of directors intends to ratify the defective corporate action.
(2) If the board of directors proposes to ratify a defective corporate action that relates to the election under ORS 60.057 of the initial board of directors, a majority of the individuals who are exercising the powers of the corporation’s directors, in a notice of the proposal to ratify the defective corporate action, shall:
(a) Identify the person or persons who first took action in the name of the corporation as the initial board of directors;
(b) State the date on which, as appropriate, the person or persons:
(A) First took the action; or
(B) Were purportedly elected as the initial board of directors;
(c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and
(d) State that the board of directors intends to ratify the defective corporate action.
(3) If the board of directors takes action to ratify a defective corporate action, the board shall submit the ratification to the shareholders for approval in accordance with ORS 60.279 if a provision of this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party requires shareholder approval of the ratification or would have required shareholder approval of the defective corporate action on the date of the defective corporate action.
(4) Unless the proposal for ratification under subsection (1) of this section provides otherwise, after the board of directors ratifies the defective corporate action and the shareholders, if required, approve the ratification, the board of directors may abandon the ratification at any time before the effective date of validation without further action from the shareholders. [2019 c.325 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.282 - Notice of ratification by board of directors.

(1)(a) Except as provided in paragraph (b) of this subsection, unless the shareholders of a corporation must approve a ratification of a defective corporate action under ORS 60.276 (3), the corporation shall send notice of the ratification to each person, whether or not the person may vote, that holds valid and putative shares of the corporation on:
(A) The later of the date on which the board of directors ratified the defective corporate action or the shareholders approved the ratification; and
(B) The date of the defective corporate action.
(b) A corporation need not send notice to a person that holds valid or putative shares if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice.
(2) A notice under subsection (1) of this section must:
(a) Provide a copy of the action the board of directors took and the information required under ORS 60.276.
(b)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 60.291. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice.
(B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 60.291, the notice must:
(i) State the date on which the corporation anticipates that a person must bring an action; or
(ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation.
(3) A corporation need not send a notice under this section with respect to a ratification that the corporation must submit to shareholders for approval if the corporation sends notice in accordance with ORS 60.279.
(4) A corporation may send a notice required under this section by any method permitted under ORS 60.034 and, for any corporation that is subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as in effect on January 1, 2020, by filing notice with the United States Securities and Exchange Commission. [2019 c.325 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.285 - Corrected corporate action; validity; effective date.

(1) On and after the date on which a corporation ratifies a defective corporate action under ORS 60.276 or validates a defective corporate action under ORS 60.288, the defective corporate action becomes a corrected corporate action and, notwithstanding the 120-day period provided in ORS 60.291 for challenges to the ratification:
(a) A corrected corporate action is not void or voidable and is effective as of the date of the defective corporate action.
(b) A putative share or a fraction of a putative share, the issuance of which a corrected corporate action ratifies or validates, is not void or voidable and is a valid share or fraction of a share that is effective as of the date of the putative share’s issuance.
(c) A defective corporate action that results directly or indirectly from a previous defective corporate action, or a corporate action that a corporation takes in reliance on the previous defective corporate action, is valid and effective as of the date the corporation took the corporate action or the defective corporate action if the corporation ratified the previous defective corporate action under ORS 60.276 or validated the previous defective corporate action under ORS 60.288.
(2) A corporation’s ratification, validation or other approval of a corporate action under ORS 60.270 to 60.291 and a determination, finding, order or judgment in a proceeding under ORS 60.291 does not affect a cause of action or remedy, other than a cause of action or remedy under ORS 60.291, that relates to the corporate action or the corporation’s ratification, validation or other approval of the corporate action under ORS 60.270 to 60.291. [2019 c.325 §7]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.291 - Judicial review of corporate action; persons permitted to seek review.

(1)(a) Subject to subsection (2) of this section, a circuit court of this state may:
(A) Determine the validity and effectiveness of a corporate action or a defective corporate action;
(B) Determine the validity and effectiveness of a ratification or approval of a defective corporate action;
(C) Determine the validity of any putative shares;
(D) Order the corporation to conduct a meeting of shareholders for the purposes specified in ORS 60.276 (3) and 60.279; or
(E) Modify or waive any of the provisions specified in ORS 60.276 or 60.279.
(b) In connection with an action under paragraph (a) of this subsection, a court may make any findings or orders and consider any matters the court deems proper under the circumstances.
(2)(a) The following persons may bring an action to have a court make a determination or modification or allow a waiver under subsection (1) of this section:
(A) The corporation or a successor entity to the corporation;
(B) A director of the corporation;
(C) A shareholder or beneficial shareholder of the corporation;
(D) An unrestricted voting trust beneficial owner of the corporation; and
(E) Any other person that claims that a ratification of a defective corporate action substantially and adversely affects the person.
(b) For the purposes of paragraph (a) of this subsection, the persons with the status described in paragraph (a)(C) and (D) of this subsection include persons that had the described status on the date on which the corporation ratified the defective corporate action.
(3) A person may serve process on the corporation in an action under this section in accordance with the manner appropriate for service of process specified under the laws of this state. The court may proceed to adjudicate the action without joining another party, but if the corporation brings the action, the court may require the corporation to provide notice to other persons the court specifies and may permit other persons to intervene in the action.
(4)(a) A person must bring, within 120 days after the later of the effective date of validation or the date of the notice that a corporation gives under ORS 60.279 or 60.282, as applicable, any action that claims that a ratification of a defective corporate action is not valid or effective or that putative shares a corporation issues are not valid or effective, or that the defective corporate action or putative shares are valid or effective only under certain conditions.
(b) A person’s failure to contact a corporation to determine the calendar date by which the person must bring an action under this section does not eliminate or extend the 120-day period specified in paragraph (a) of this subsection. [2019 c.325 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.301 - Requirement for and duties of board of directors.

(1) Each corporation shall have a board of directors.
(2) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized by ORS 60.265. [1987 c.52 §68; 1993 c.403 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.307 - Number and election of directors.

(1) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. Notwithstanding ORS 60.001 (22), the estate of an incompetent individual or a deceased individual may not be a director.
(2) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.
(3) Directors are elected at the first annual shareholders’ meeting and at each annual meeting thereafter unless the directors’ terms are staggered under ORS 60.317. [1987 c.52 §70; 2003 c.80 §10; 2013 c.158 §22; 2013 c.274 §6; 2017 c.55 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.311 - Election of directors by certain classes of shareholders.

If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of shares. Each class or classes or series of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors. [1987 c.52 §71]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.314 - Terms of directors generally.

(1) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.
(2) The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under ORS 60.317.
(3) A decrease in the number of directors does not shorten an incumbent director’s term.
(4) The term of a director elected by the board of directors to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.
(5) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected and qualifies or until there is a decrease in the number of directors. [1987 c.52 §72; 1989 c.1040 §20]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.317 - Staggered terms for directors.

(1) The articles of incorporation or the bylaws may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group to be as nearly equal in number as possible.
(2) If the terms of the directors are staggered, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election and the terms of the third group, if any, expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.
(3) If the corporation has cumulative voting, terms of directors may be staggered only if authorized by the articles of incorporation and each group of directors contains at least three members. [1987 c.52 §73; 1989 c.1040 §21; 2003 c.80 §11; 2005 c.92 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.321 - Resignation of directors.

(1) A director may resign at any time by delivering written notice to the board of directors, the board’s chairperson or the corporation.
(2) A resignation is effective when the notice is effective under ORS 60.034 unless the notice specifies a later effective date.
(3) Once delivered, a notice of resignation is irrevocable unless the board of directors permits the revocation. [1987 c.52 §74; 2017 c.55 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.324 - Removal of directors by shareholders.

(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.
(3) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceed the number of votes cast not to remove the director.
(4) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. [1987 c.52 §75]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.327 - Removal of directors by judicial proceeding.

(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 its registered office is or was last located, may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least 10 percent of the outstanding shares of any class if the court finds that:
(a) The director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation; and
(b) Removal is in the best interest of the corporation.
(2) The court that removes a director may bar the director from reelection for a period prescribed by the court.
(3) If shareholders commence a proceeding under subsection (1) of this section, they shall make the corporation a party defendant. [1987 c.52 §76]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.331 - Vacancy on board.

(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) The shareholders may fill the vacancy;
(b) The board of directors may fill the vacancy; or
(c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) If the vacant office is filled by the shareholders and was held by a director elected by a voting group of shareholders, then only the holders of shares of that voting group are entitled to vote to fill the vacancy.
(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at later date under ORS 60.321 (2) or otherwise may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [1987 c.52 §77]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.337 - Meetings.

(1) The board of directors may hold regular or special meetings in or out of this state.
(2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. [1987 c.52 §79]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.341 - Action without meeting.

(1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. [1987 c.52 §80]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.344 - Notice of meeting.

(1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.
(2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days’ notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. [1987 c.52 §81]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.347 - Waiver of notice.

(1) A director may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. Except as provided by subsection (2) of this section, the waiver must be in writing, must be signed by the director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or corporate records.
(2) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. [1987 c.52 §82]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.351 - Quorum and voting.

(1) Unless the articles of incorporation or bylaws requires a greater number or a lesser number as authorized under subsection (2) of this section, a quorum of a board of directors consists of:
(a) If the corporation has a fixed board size, a majority of the fixed number of directors; or
(b) If the corporation has a variable-range size board, a majority of the number of directors prescribed, or if no number is prescribed, a majority of the number in office immediately before the meeting begins.
(2) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (1) of this section.
(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
(4) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
(a) The director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or transacting business at the meeting;
(b) The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
(c) The director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. [1987 c.52 §83]