2017 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 060 - Private Corporations
Section 60.231 - Proxies.
(1) A shareholder may vote shares in person or by proxy.
(2) A shareholder may authorize a person or persons to act for the shareholder as proxy in any one of the following manners:
(a) A shareholder or the shareholder’s designated officer, director, employee or agent may sign a document.
(b) A shareholder may send or authorize an agent to send an electronic transmission that:
(A) May be transmitted to:
(i) The person who will hold the proxy;
(ii) The proxy solicitation firm; or
(iii) A proxy support service organization or similar agency that the person who will hold the proxy authorizes to receive the electronic transmission; and
(B) Must contain or be accompanied by information that shows the date of the transmission and that the shareholder or the shareholder’s designated officer, director, employee or agent authorized the transmission.
(c) Any other method allowed by law.
(3) A copy, facsimile telecommunication or other reliable reproduction of the document or electronic transmission created under subsection (2)(a) or (b) of this section may be used instead of the original document or electronic transmission for all purposes for which the original document or electronic transmission may be used if the copy, facsimile telecommunication or other reproduction is a complete copy of the entire original document or electronic transmission.
(4) An authorization of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An authorization is valid for 11 months unless a longer period is expressly provided in the authorization form.
(5) An authorization of a proxy is revocable by the shareholder unless the authorization conspicuously states that the authorization is irrevocable and the authorization is coupled with an interest. Authorizations coupled with an interest include the authorization of:
(a) A pledgee;
(b) A person who purchased or agreed to purchase the shares;
(c) A creditor of the corporation that extended the corporation credit under terms requiring the authorization;
(d) An employee of the corporation whose employment contract requires the authorization; or
(e) A party to a voting agreement created under ORS 60.257.
(6) The death or incapacity of the shareholder authorizing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the authorization.
(7) An authorization made irrevocable under subsection (5) of this section is revoked when the interest with which the authorization is coupled is extinguished.
(8) A transferee for value of shares subject to an irrevocable authorization may revoke the authorization if the transferee did not know of the authorization’s existence when the transferee acquired the shares and the existence of the irrevocable authorization was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(9) Subject to ORS 60.237 and to any express limitation on the proxy’s authority appearing on the face of the authorization form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the authorization. [1987 c.52 §58; 1999 c.371 §1; 2001 c.104 §17; 2003 c.80 §7; 2017 c.55 §10]
