Chapter 60 — Chapter 60

ORS 60.147 Issuance of shares. (1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation

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ORS 60.150 [Repealed by 1953 c.549 §138]

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ORS 60.151 Liability of shareholders. (1) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement

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ORS 60.154 Share dividends. (1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend

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ORS 60.157 Share rights, options, warrants and other equity compensation; designation by officers. (1) A corporation may issue rights, options or warrants for purchasing shares of the corporation. The board of directors shall determine the terms upon which the corporation issues the rights, options or warrants. The board shall also determine the form and content of the rights, options and warrants and the consideration for which the shares are to be issued

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ORS 60.160 [Repealed by 1953 c.549 §138]

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ORS 60.161 Form and content of certificates. (1) Shares may be but are not required to be represented by certificates. Unless this chapter or another statute expressly provides otherwise, shareholder rights and obligations are identical whether or not shares are represented by certificates

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ORS 60.164 Shares without certificates. (1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation

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ORS 60.167 Restriction on transfer of shares and other securities. (1) The articles of incorporation, bylaws, agreements among shareholders or agreements between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction

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ORS 60.170 [Repealed by 1953 c.549 §138]

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ORS 60.171 Expense of issue. A corporation may pay the expenses of selling or underwriting its shares and organizing or reorganizing the corporation from the consideration received for shares. [1987 c.52 §45]

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ORS 60.174 Preemptive rights of shareholders. (1) Except to the extent limited or denied by this section or by the articles of incorporation, the shareholders of a corporation incorporated prior to June 15, 1987, shall have preemptive rights as defined in this section. By articles of amendment or restated articles filed after such date, a corporation may eliminate preemptive rights under this subsection by including in the articles of amendment or restated articles that “the corporation elects to waive preemptive rights,” or words of similar import, in which event this subsection shall no longer apply to the corporation

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ORS 60.177 Corporation’s acquisition of its own shares. (1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares

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ORS 60.181 Distributions to shareholders. (1) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (3) of this section

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ORS 60.201 Annual meeting. (1) Except as provided in subsection (4) of this section, a corporation shall hold an annual meeting of the shareholders at a time stated in or fixed in accordance with the bylaws

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ORS 60.204 Special meeting. (1) A corporation shall hold a special meeting of shareholders

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ORS 60.207 Court-ordered meeting. (1) The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the registered office of the corporation is or was last located, may summarily order a meeting to be held

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ORS 60.209 Meeting chairperson; closing of polls. (1) At each meeting of shareholders, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence of such provision, by the board

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ORS 60.210 [Repealed by 1953 c.549 §138]

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ORS 60.211 Action without meeting. (1)(a) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action

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ORS 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

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ORS 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

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ORS 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]

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ORS 60.220 [Repealed by 1953 c.549 §138]

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 60.230 [Repealed by 1953 c.549 §138]

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ORS 60.231 Proxies. (1) A shareholder may vote shares in person or by proxy

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ORS 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

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ORS 60.237 Corporations’ acceptance or rejection of votes, consents, waivers or proxy authorizations. (1) If the name signed on a vote, consent, waiver or proxy authorization corresponds to the name of a shareholder, a corporation, if acting in good faith, may accept the vote, consent, waiver or proxy authorization and give the vote, consent, waiver or proxy authorization effect as the act of the shareholder

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 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

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ORS 60.265 Validity of shareholder agreements inconsistent with chapter; purposes; notice of agreement; effect on liability. (1) An agreement among the shareholders of a corporation entered into after December 31, 1993, that is inconsistent with one or more other provisions of this chapter is effective among the shareholders and the corporation, and binding on the board of directors, if the agreement complies with this section and it

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ORS 60.270 Definitions for ORS 60.270 to 60.291. As used in ORS 60.270 to 60.291

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ORS 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

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ORS 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

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ORS 60.279 Quorum; notice to shareholders of proposed ratification. (1) Quorum and voting requirements that applied to the board of directors at the time a corporation took a defective corporate action apply also to the board of directors in taking an action to ratify the defective corporate action

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ORS 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

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ORS 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

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ORS 60.288 Articles of validation; filing with Secretary of State. (1) If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of State’s filing the articles of validation amends, supplements or replaces, as appropriate, any previous filing with respect to the defective corporate action

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ORS 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

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ORS 60.301 Requirement for and duties of board of directors. (1) Each corporation shall have a board of directors

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