Oregon Law
Law as of Jan 1, 2024
Chapter contents
60.001Definitions 60.004Filing requirements 60.007Filing, service, copying and certification fees 60.010[Repealed by 1953 c.549 §138] 60.011Effective time and date of document 60.014Correcting filed document 60.016Forms; rules 60.017Filing duty of Secretary of State 60.020[Repealed by 1953 c.549 §138] 60.021Appeal from Secretary of State’s refusal to file document 60.024Evidentiary effect of copy of filed document 60.027Certificate of existence or authorization 60.030[Repealed by 1953 c.549 §138] 60.031Powers 60.032Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules 60.034Notice 60.040[Repealed by 1953 c.549 §138] 60.044Incorporators 60.047Articles of incorporation 60.050[Repealed by 1953 c.549 §138] 60.051Incorporation 60.054Liability for preincorporation transactions 60.057Organization of corporation 60.060[Repealed by 1953 c.549 §138] 60.061Bylaws 60.064Emergency bylaws 60.070[Repealed by 1953 c.549 §138] 60.074Purposes; prohibition on illegal purposes 60.077General powers 60.080[Repealed by 1953 c.549 §138] 60.081Emergency powers 60.084Challenges to validity of corporate acts 60.090[Repealed by 1953 c.549 §138] 60.094Corporate name 60.097Reserved name 60.100[Amended by 1953 c.549 §138; renumbered 57.815] 60.101Registered name 60.110[Repealed by 1953 c.549 §138] 60.111Registered office and registered agent 60.114Change of registered office or registered agent 60.117Resignation of registered agent 60.120[Repealed by 1953 c.549 §138] 60.121Service on corporation 60.130[Repealed by 1953 c.549 §138] 60.131Authorized shares 60.134Terms of class or series determined by board of directors 60.137Issued and outstanding shares 60.140[Repealed by 1953 c.549 §138] 60.141Fractional shares 60.144Subscription for shares before incorporation 60.147Issuance of shares 60.150[Repealed by 1953 c.549 §138] 60.151Liability of shareholders 60.154Share dividends 60.157Share rights, options, warrants and other equity compensation; designation by officers 60.160[Repealed by 1953 c.549 §138] 60.161Form and content of certificates 60.164Shares without certificates 60.167Restriction on transfer of shares and other securities 60.170[Repealed by 1953 c.549 §138] 60.171Expense of issue 60.174Preemptive rights of shareholders 60.177Corporation’s acquisition of its own shares 60.181Distributions to shareholders 60.201Annual meeting 60.204Special meeting 60.207Court-ordered meeting 60.209Meeting chairperson; closing of polls 60.210[Repealed by 1953 c.549 §138] 60.211Action without meeting 60.214Notice of meeting 60.217Waiver of notice 60.219Adjournment of meeting 60.220[Repealed by 1953 c.549 §138] 60.221Record date 60.222Participation at meeting 60.223Meeting inspectors; duties 60.224Shareholders’ list for meeting 60.227Voting entitlement of shares 60.230[Repealed by 1953 c.549 §138] 60.231Proxies 60.234Shares held by nominees 60.237Corporations’ acceptance or rejection of votes, consents, waivers or proxy authorizations 60.241Quorum and voting requirements for voting groups 60.244Action by single and multiple voting groups 60.247Modification of quorum or voting requirements 60.251Voting for directors 60.254Voting trusts 60.257Voting agreements 60.261Derivative proceedings 60.265Validity of shareholder agreements inconsistent with chapter; purposes; notice of agreement; effect on liability 60.270Definitions for ORS 60.270 to 60.291 60.273Defective corporate action; ratification or validation; effective date 60.276Ratification by board of directors; procedure; submission to shareholders 60.279Quorum; notice to shareholders of proposed ratification 60.282Notice of ratification by board of directors 60.285Corrected corporate action; validity; effective date 60.288Articles of validation; filing with Secretary of State 60.291Judicial review of corporate action; persons permitted to seek review 60.301Requirement for and duties of board of directors 60.304Qualifications of directors 60.307Number and election of directors 60.311Election of directors by certain classes of shareholders 60.314Terms of directors generally 60.317Staggered terms for directors 60.321Resignation of directors 60.324Removal of directors by shareholders 60.327Removal of directors by judicial proceeding 60.331Vacancy on board 60.334Compensation of directors 60.337Meetings 60.341Action without meeting 60.344Notice of meeting 60.347Waiver of notice 60.351Quorum and voting 60.354Committees; powers; limitations 60.357General standards for directors 60.361Conflict of interest 60.364Loans to directors 60.367Liability for unlawful distributions 60.371Required officers 60.374Duties of officers 60.377Standard of conduct for officers 60.381Resignation and removal of officers 60.384Contract right of officers 60.387Definitions for ORS 60.387 to 60.414 60.391Authority to indemnify directors 60.394Mandatory indemnification 60.397Payment of director’s expenses in connection with proceeding 60.401Court-ordered indemnification 60.404Determination and authorization of indemnification 60.407Indemnification of officers, employees and agents 60.411Insurance 60.414Application of ORS 60.387 to 60.411 60.431Authority 60.434Amendment by board of directors 60.437Amendment by board of directors and shareholders 60.441Voting on amendments by voting groups 60.444Amendment before issuance of shares 60.447Articles of amendment 60.451Restated articles of incorporation 60.454Amendment pursuant to reorganization 60.457Effect of amendment 60.461Amendment or repeal by board of directors or shareholders 60.464Bylaw increasing quorum or voting requirement for shareholders 60.467Bylaw increasing quorum or voting requirement for directors 60.470Definitions for ORS 60.470 to 60.501 60.472Conversion 60.474Action on plan of conversion 60.476Articles and plan of conversion 60.478Effect of conversion; assumed business name 60.481Merger 60.484Share exchange 60.487Action on plan of merger or share exchange 60.491Merger with subsidiary 60.494Articles and plan of merger or share exchange 60.497Effect of merger or share exchange 60.501Merger or share exchange with foreign corporation 60.531Sale of assets in regular course of business; mortgage of assets 60.534Sale of assets other than in regular course of business 60.551Definitions for ORS 60.551 to 60.594 60.554Right to dissent 60.557Dissent by nominees and beneficial owners 60.561Notice of dissenters’ rights 60.564Notice of intent to demand payment 60.567Dissenters’ notice 60.571Duty to demand payment 60.574Share restrictions 60.577Payment 60.581Failure to take action 60.584After-acquired shares 60.587Procedure if shareholder dissatisfied with payment or offer 60.591Court action 60.594Court costs and counsel fees 60.621Dissolution by incorporators or initial directors 60.624Voluntary dissolution by consent of shareholders 60.627Dissolution by board of directors and shareholders 60.631Articles of dissolution 60.634Revocation of dissolution 60.637Effect of dissolution 60.641Known claims against dissolved corporation 60.644Unknown claims against dissolved corporation; use of insurance assets of dissolved corporation 60.645Enforcement of claims against dissolved corporation 60.647Grounds for administrative dissolution 60.651Procedure; effect of administrative dissolution 60.654Reinstatement following administrative dissolution 60.657Appeal from denial of reinstatement 60.661Grounds for judicial dissolution; finding that corporation is shell entity; prima facie showing by Attorney General; effects; affirmative defenses 60.664Procedure for judicial dissolution 60.667Receivership or custodianship 60.671Judgment of dissolution 60.674Asset distribution; deposit with State Treasurer; claims 60.701Authority to transact business required 60.704Consequences of transacting business without authority 60.707Application for authority to transact business 60.711Amendment to application for authority 60.714Effect of authority 60.717Corporate name of foreign corporation 60.721Registered office and registered agent of foreign corporation 60.724Change of registered office or registered agent of foreign corporation 60.727Resignation of registered agent of foreign corporation 60.731Service on foreign corporation 60.734Withdrawal of foreign corporation 60.737Grounds for revocation 60.741Procedure for and effect of revocation 60.744Appeal from revocation 60.747Reinstatement of authority 60.750Definitions for ORS 60.750 to 60.770 60.752Application of benefit company laws 60.754Status as benefit company; election to become benefit company; election to become other entity; votes required 60.756Minimum status vote required to approve certain actions; voting requirements 60.758Benefit company purposes and powers 60.760Duties of, standard of conduct for and liabilities of governor of benefit company 60.762Benefit company board of governors; benefit governor; duties, powers and liabilities 60.764Duties of, standard of conduct for and liabilities of officers and managers of benefit company 60.766Proceedings against benefit company; when allowed; who may commence 60.768Benefit report; contents required; delivery and posting 60.770Assessment of public benefit 60.771Corporate records 60.774Inspection of records by shareholders 60.777Scope of inspection right 60.781Court-ordered inspection 60.784Reports to shareholders of indemnification 60.787Annual report; updates; rules 60.801Definitions for ORS 60.801 to 60.816 60.804Applicability of ORS 60.801 to 60.816 60.807Voting rights of control shares 60.810Acquiring person statement; shareholder meeting 60.813Dissenters’ rights 60.816Short title 60.825Definitions for ORS 60.825 to 60.845 60.830Ownership of shares 60.835Prohibited business combinations 60.840Exceptions to ORS 60.835 60.845Greater vote of shareholders prohibited 60.951Short title 60.952Court proceeding by shareholder in close corporation; conditions; court-ordered remedies; share purchase; expenses 60.954Reservation of power to amend or repeal 60.957Application to existing domestic corporation 60.961Application to qualified foreign corporations 60.964Saving provisions 60.967Corporations incorporated under special acts 60.971Severability 60.990[(Enacted in 1903) repealed by 1953 c.549 §138; 60.990 (enacted by 1987 c.52 §175) renumbered 60.992 in 1993] 60.992Penalty for signing false document 60.994Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action

Chapter 60 — Private Corporations

ORS 60.461 Amendment or repeal by board of directors or shareholders

(1)

A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:

(a)

The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or

(b)

The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(2)

A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors.

Official sources · 2Tap to view provenance and version history

Online copy of the published ORS edition

Provenance

Version history

Prior statutory text is not available in the ingested published editions. Consult an earlier official ORS edition or the cited Oregon Laws chapter.