Chapter 60 — Chapter 60

ORS 60.304 Qualifications of directors. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless required by the articles of incorporation or bylaws. [1987 c.52 §69]

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ORS 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

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ORS 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]

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 60.334 Compensation of directors. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. [1987 c.52 §78]

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ORS 60.337 Meetings. (1) The board of directors may hold regular or special meetings in or out of this state

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 60.361 Conflict of interest. (1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the corporation solely because of the director’s interest in the transaction if any one of the following is true

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ORS 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

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ORS 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

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ORS 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

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ORS 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]

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ORS 60.377 Standard of conduct for officers. (1) An officer with discretionary authority shall discharge the duties of an officer under that authority

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ORS 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

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ORS 60.384 Contract right of officers. (1) The appointment of an officer does not itself create contract rights

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ORS 60.387 Definitions for ORS 60.387 to 60.414. As used in ORS 60.387 to 60.414

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ORS 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

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ORS 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]

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ORS 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

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ORS 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

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ORS 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

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ORS 60.407 Indemnification of officers, employees and agents. Unless a corporation’s articles of incorporation provide otherwise

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ORS 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]

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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]

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ORS 60.447 Articles of amendment. (1) A corporation amending its articles of incorporation shall deliver articles of amendment to the office for filing

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ORS 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

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ORS 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

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ORS 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]

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ORS 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

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ORS 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

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ORS 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

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ORS 60.470 Definitions for ORS 60.470 to 60.501. As used in ORS 60.470 to 60.501

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ORS 60.472 Conversion. (1)(a) A business entity may be converted to a corporation organized under this chapter

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ORS 60.474 Action on plan of conversion. (1) A plan of conversion shall be approved as follows

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ORS 60.476 Articles and plan of conversion. (1) After the owners approve a conversion, the converting business entity shall

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