2015 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 060 - Private Corporations
Section 60.001 - Definitions.

As used in this chapter:

(1) "Anniversary" means the day each year that is exactly one or more years after:

(a) The date on which the Secretary of State files the articles of incorporation for a domestic corporation.

(b) The date on which the Secretary of State files an application for authority to transact business for a foreign corporation.

(2) "Articles of incorporation" means the articles described in ORS 60.047, amended and restated articles of incorporation, articles of conversion or articles of merger.

(3) "Authorized shares" means the shares of all classes that a domestic or foreign corporation is authorized to issue.

(4) "Conspicuous" means written, printed or typed in text that is italicized, boldfaced, of a contrasting color, capitalized or underlined or similarly enhanced so that a reasonable person against whom the writing is to operate should have noticed the writing.

(5) "Corporation" or "domestic corporation" means a corporation for profit that is incorporated under or subject to the provisions of this chapter and that is not a foreign corporation.

(6) "Delivery" means any method of delivery used in conventional commercial practice, whether by hand, mail, commercial delivery or electronic transmission.

(7) "Distribution" means a direct or indirect transfer of money or other property, except of a corporation’s own shares, or an incurrence of indebtedness by a corporation to or for the benefit of the corporation’s shareholders in respect of any of the corporation’s shares, in the form of a declaration or payment of a dividend, a purchase, redemption or other acquisition of shares, a distribution of indebtedness, or otherwise.

(8) "Domestic limited liability company" means an entity that is an unincorporated association that has one or more members and that is organized under ORS chapter 63.

(9) "Domestic nonprofit corporation" means a corporation not for profit that is incorporated under ORS chapter 65.

(10) "Domestic professional corporation" means a corporation that is organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58.

(11) "Electronic signature" has the meaning given that term in ORS 84.004.

(12) "Electronic transmission" means any process of communication that does not directly involve the physical transfer of paper and that is suitable for the recipient to retain, retrieve and reproduce information.

(13) "Employee" includes an officer but not a director, unless the director accepts duties that make the director also an employee.

(14) "Entity" includes a corporation, foreign corporation, nonprofit corporation, profit and nonprofit unincorporated association, business trust, partnership, two or more persons having a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign government.

(15) "Foreign corporation" means a corporation for profit that is incorporated under laws other than the laws of this state.

(16) "Foreign limited liability company" means an entity that is an unincorporated association organized under laws other than the laws of this state and that is organized under a statute under which an association may be formed that affords to each of the entity’s members limited liability with respect to liabilities of the entity.

(17) "Foreign nonprofit corporation" means a corporation not for profit that is organized under laws other than the laws of this state.

(18) "Foreign professional corporation" means a professional corporation that is organized under laws other than the laws of this state.

(19) "Governmental subdivision" includes an authority, county, district and municipality.

(20) "Individual" means a natural person or the estate of an incompetent individual or a deceased individual.

(21) "Office," when used to refer to the administrative unit directed by the Secretary of State, means the office of the Secretary of State.

(22) "Person" means an individual or entity.

(23) "Principal office" means the physical street address of the office, in or out of this state, where the principal executive offices of a domestic or foreign corporation are located and designated in the annual report or in the application for authority to transact business in this state.

(24) "Proceeding" means a civil, criminal, administrative or investigatory action.

(25) "Record date" means the date established under this chapter on which a corporation determines the identity of the corporation’s shareholders and their shareholdings for purposes of this chapter.

(26) "Remote communication" means any method by which a person that is not physically present at the location at which a meeting occurs may nevertheless hear or otherwise communicate at substantially the same time with other persons at the meeting and have access to materials necessary to participate or vote in the meeting to the extent of the person’s authorization to participate or vote.

(27) "Shares" means the units into which the proprietary interest in a corporation is divided.

(28) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(29) "Signature" means any manual, facsimile, conformed or electronic signature.

(30) "Single voting group" means a voting group, the shares of which are entitled by the articles of incorporation or this chapter to vote generally on a matter.

(31) "State," when referring to a part of the United States, means a state, commonwealth, territory or insular possession of the United States and the agencies and governmental subdivisions of the state, commonwealth, territory or insular possession.

(32) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

(33) "United States" includes a district, authority, bureau, commission, department and any other agency of the United States.

(34) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.

[1987 c.414 §64; 1989 c.1040 §2; 1999 c.362 §3; 1999 c.371 §2; 2001 c.104 §16; 2001 c.315 §32; 2003 c.80 §1; 2005 c.107 §1; 2009 c.14 §1; 2009 c.294 §4; 2013 c.158 §19; 2013 c.274 §1]