ORS 60.270 Definitions for ORS 60.270 to 60.291

As used in ORS 60.270 to 60.291:

“Corporate action” means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation’s behalf.

“Corrected corporate action” means a corporate action that a corporation ratifies in accordance with ORS 60.270 to 60.291.

“Date of the defective corporate action” means the date, or the approximate date, on which a corporation took a defective corporate action.

“Defective corporate action” means:

An action that, but for a failure of authorization, is within the corporation’s power to take and would have been within the corporation’s power to take at the time the corporation took the action; and

An overissue.

“Effective date of validation” means, irrespective of a filing or the pendency of a judicial proceeding under ORS 60.291 and unless a court orders otherwise, the later of the time at which:

The shareholders of the corporation approve a ratification of a defective corporate action or, if the ratification does not require shareholder approval, the date on which the notice described in ORS 60.282 becomes effective in accordance with ORS 60.034; or

Articles of validation filed in accordance with ORS 60.288 become effective.

“Failure of authorization” means a failure to authorize, approve or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party if, and to the extent that, the failure renders the corporate action void or voidable.

“Overissue” means an issuance of shares of a class or series of the corporation that:

Exceeds the number of shares of a class or series that the corporation has the power to issue under ORS 60.131 at the time the corporation issued the shares; or

The corporation’s articles of incorporation do not authorize.

“Putative share” means a share of any class or series of the corporation that the corporation created or issued as a result of a defective corporate action, including a share the corporation issued upon an exercise of rights, warrants or other securities that are convertible into shares of the corporation or interests with respect to shares of the corporation, and that:

Would be a valid share, but for the defective corporate action; or

The board of directors cannot determine to be a valid share.

“Valid share” means a share of any class or series of the corporation that the corporation duly authorizes and validly issues in accordance with this chapter, including an authorization and issuance that is a result of a ratification or validation under ORS 60.270 to 60.291.