ORS 60.207 Court-ordered meeting

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:

On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation’s fiscal year or 15 months after the corporation’s last annual meeting;

On application of a shareholder who signed a demand for a special meeting valid under ORS 60.204 and notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation’s secretary or the special meeting was not held in accordance with the notice; or

In accordance with ORS 60.291 for the purpose of approving a ratification of a defective corporate action, as defined in ORS 60.270.

The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters and enter other orders necessary to accomplish the purpose or purposes of the meeting.

The shareholders’ request must be set for hearing at the earliest possible time and must take precedence over all matters, except matters of the same character and hearings on preliminary injunctions under ORCP 79 B(3). The court may not issue an order under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless the court fixes a different period in the order.