ORS 60.437 Amendment by board of directors and shareholders

A corporation’s board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.

For the amendment to be adopted, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting, and the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (5) of this section.

The board of directors may condition its submission of the proposed amendment on any basis.

The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with ORS 60.214. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

Unless this chapter, the articles of incorporation or the board of directors acting pursuant to subsection (3) of this section require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:

A majority of the votes entitled to be cast on the amendment by any voting group with which the amendment would create dissenters’ rights; and

The votes required by ORS 60.241 and 60.244 by every other voting group entitled to vote on the amendment.