ORS 65.260 Definitions for ORS 65.260 to 65.281

As used in ORS 65.260 to 65.281:

“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 65.260 to 65.281.

“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.

“Effective date of validation” means, irrespective of a filing or the pendency of a judicial proceeding under ORS 65.281 and unless a court orders otherwise, the later of the time at which:

The members of the corporation approve a ratification of a defective corporate action or, if the ratification does not require member approval, the date on which the notice described in ORS 65.272 becomes effective in accordance with ORS 65.034; or

Articles of validation filed in accordance with ORS 65.278 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.