Oregon Chapter 60
Chapter 60 — Private CorporationsDownload Full 2005 Oregon Revised Statutes (coming soon!)
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Chapter 60 — Private
Corporations
2007 EDITION
PRIVATE CORPORATIONS
CORPORATIONS AND PARTNERSHIPS
GENERAL PROVISIONS
(Definitions)
60.001 Definitions
(Filing Documents)
60.004 Filing
requirements
60.007 Filing,
service, copying and certification fees
60.011 Effective
time and date of document
60.014 Correcting
filed document
60.016 Forms;
rules
60.017 Filing
duty of Secretary of State
60.021 Appeal
from Secretary of State’s refusal to file document
60.024 Evidentiary
effect of copy of filed document
60.027 Certificate
of existence or authorization
(Secretary of State)
60.031 Powers
(Notice)
60.034 Notice
INCORPORATION
60.044 Incorporators
60.047 Articles
of incorporation
60.051 Incorporation
60.054 Liability
for preincorporation transactions
60.057 Organization
of corporation
60.061 Bylaws
60.064 Emergency
bylaws
PURPOSES AND POWERS
60.074 Purposes
60.077 General
powers
60.081 Emergency
powers
60.084 Validity
of corporate acts
NAME
60.094 Corporate
name
60.097 Reserved
name
60.101 Registered
name
OFFICE AND AGENT
60.111 Registered
office and registered agent
60.114 Change
of registered office or registered agent
60.117 Resignation
of registered agent
60.121 Service
on corporation
SHARES AND DISTRIBUTIONS
(Shares)
60.131 Authorized
shares
60.134 Terms
of class or series determined by board of directors
60.137 Issued
and outstanding shares
60.141 Fractional
shares
(Issuance of Shares)
60.144 Subscription
for shares before incorporation
60.147 Issuance
of shares
60.151 Liability
of shareholders
60.154 Share
dividends
60.157 Share
rights, options and warrants
60.161 Form
and content of certificates
60.164 Shares
without certificates
60.167 Restriction
on transfer of shares and other securities
60.171 Expense
of issue
(Subsequent Acquisition of Shares by
Shareholders and Corporation)
60.174 Preemptive
rights of shareholders
60.177 Corporation’s
acquisition of its own shares
(Distributions)
60.181 Distributions
to shareholders
SHAREHOLDERS
(Meetings)
60.201 Annual
meeting
60.204 Special
meeting
60.207 Court-ordered
meeting
60.209 Meeting
chairperson; closing of polls
60.211 Action
without meeting
60.214 Notice
of meeting
60.217 Waiver
of notice
60.219 Adjournment
of meeting
60.221 Record
date
60.222 Participation
at meeting
60.223 Meeting
inspectors; duties
(Voting)
60.224 Shareholders’
list for meeting
60.227 Voting
entitlement of shares
60.231 Proxies
60.234 Shares
held by nominees
60.237 Corporations’
acceptance of votes
60.241 Quorum
and voting requirements for voting groups
60.244 Action
by single and multiple voting groups
60.247 Modification
of quorum or voting requirements
60.251 Voting
for directors
(Voting Trusts and Agreements)
60.254 Voting
trusts
60.257 Voting
agreements
(Derivative Proceedings)
60.261 Derivative
proceedings
(Shareholder Agreements)
60.265 Validity
of shareholder agreements inconsistent with chapter; purposes; notice of
agreement; effect on liability
DIRECTORS AND OFFICERS
(Board of Directors)
60.301 Requirement
for and duties of board of directors
60.304 Qualifications
of directors
60.307 Number
and election of directors
60.311 Election
of directors by certain classes of shareholders
60.314 Terms
of directors generally
60.317 Staggered
terms for directors
60.321 Resignation
of directors
60.324 Removal
of directors by shareholders
60.327 Removal
of directors by judicial proceeding
60.331 Vacancy
on board
60.334 Compensation
of directors
(Meetings and Action of Board)
60.337 Meetings
60.341 Action
without meeting
60.344 Notice
of meeting
60.347 Waiver
of notice
60.351 Quorum
and voting
60.354 Committees;
powers; limitations
(Standards of Conduct)
60.357 General
standards for directors
60.361 Conflict
of interest
60.364 Loans
to directors
60.367 Liability
for unlawful distributions
(Officers)
60.371 Required
officers
60.374 Duties
of officers
60.377 Standard
of conduct for officers
60.381 Resignation
and removal of officers
60.384 Contract
right of officers
(Indemnification)
60.387 Definitions
for ORS 60.387 to 60.414
60.391 Authority
to indemnify directors
60.394 Mandatory
indemnification
60.397 Advance
for expenses
60.401 Court-ordered
indemnification
60.404 Determination
and authorization of indemnification
60.407 Indemnification
of officers, employees and agents
60.411 Insurance
60.414 Application
of ORS 60.387 to 60.411
AMENDMENT OF ARTICLES OF INCORPORATION AND
BYLAWS
(Amendment of Articles of Incorporation)
60.431 Authority
60.434 Amendment
by board of directors
60.437 Amendment
by board of directors and shareholders
60.441 Voting
on amendments by voting groups
60.444 Amendment
before issuance of shares
60.447 Articles
of amendment
60.451 Restated
articles of incorporation
60.454 Amendment
pursuant to reorganization
60.457 Effect
of amendment
(Amendment of Bylaws)
60.461 Amendment
or repeal by board of directors or shareholders
60.464 Bylaw
increasing quorum or voting requirement for shareholders
60.467 Bylaw
increasing quorum or voting requirement for directors
CONVERSION, MERGER AND SHARE EXCHANGE
60.470 Definitions
for ORS 60.470 to 60.501
60.472 Conversion
60.474 Action
on plan of conversion
60.476 Articles
of conversion
60.478 Effect
of conversion; assumed business name
60.481 Merger
60.484 Share
exchange
60.487 Action
on plan of merger or share exchange
60.491 Merger
with subsidiary
60.494 Articles
of merger or share exchange
60.497 Effect
of merger or share exchange
60.501 Merger
or share exchange with foreign corporation
60.531
60.534
DISSENTERS’ RIGHTS
(Right to Dissent and Obtain Payment for
Shares)
60.551 Definitions
for ORS 60.551 to 60.594
60.554 Right
to dissent
60.557 Dissent
by nominees and beneficial owners
(Procedure for Exercise of Rights)
60.561 Notice
of dissenters’ rights
60.564 Notice
of intent to demand payment
60.567 Dissenters’
notice
60.571 Duty
to demand payment
60.574 Share
restrictions
60.577 Payment
60.581 Failure
to take action
60.584 After-acquired
shares
60.587 Procedure
if shareholder dissatisfied with payment or offer
(Judicial Appraisal of Shares)
60.591 Court
action
60.594 Court
costs and counsel fees
DISSOLUTION
(Voluntary Dissolution)
60.621 Dissolution
by incorporators or initial directors
60.624 Voluntary
dissolution by consent of shareholders
60.627 Dissolution
by board of directors and shareholders
60.631 Articles
of dissolution
60.634 Revocation
of dissolution
60.637 Effect
of dissolution
60.641 Known
claims against dissolved corporation
60.644 Unknown
claims against dissolved corporation
60.645 Enforcement
of claims against dissolved corporation
(Administrative Dissolution)
60.647 Grounds
for administrative dissolution
60.651 Procedure;
effect of administrative dissolution
60.654 Reinstatement
following administrative dissolution
60.657 Appeal
from denial of reinstatement
(Judicial Dissolution)
60.661 Grounds
for judicial dissolution
60.664 Procedure
for judicial dissolution
60.667 Receivership
or custodianship
60.671 Judgment
of dissolution
(Disposition of Assets)
60.674 Asset
distribution; deposit with Department of State Lands; claims
FOREIGN CORPORATIONS
(Authority to Transact Business)
60.701 Authority
to transact business required
60.704 Consequences
of transacting business without authority
60.707 Application
for authority to transact business
60.711 Amendment
to application for authority
60.714 Effect
of authority
60.717 Corporate
name of foreign corporation
60.721 Registered
office and registered agent of foreign corporation
60.724 Change
of registered office or registered agent of foreign corporation
60.727 Resignation
of registered agent of foreign corporation
60.731 Service
on foreign corporation
(Withdrawal)
60.734 Withdrawal
of foreign corporation
(Revocation of Authority)
60.737 Grounds
for revocation
60.741 Procedure
for and effect of revocation
60.744 Appeal
from revocation
60.747 Reinstatement
of authority
RECORDS AND REPORTS
(Records)
60.771 Corporate
records
60.774 Inspection
of records by shareholders
60.777 Scope
of inspection right
60.781 Court-ordered
inspection
(Reports)
60.784 Reports
to shareholders of indemnification
60.787 Annual
report
REGULATION OF CORPORATE ACQUISITIONS
60.801 Definitions
for ORS 60.801 to 60.816
60.804 Applicability
of ORS 60.801 to 60.816
60.807 Voting
rights of control shares
60.810 Acquiring
person statement; shareholder meeting
60.813 Dissenters’
rights
60.816 Short
title
BUSINESS COMBIN