ORS 65.454 Amendment pursuant to court order

A corporation’s articles of incorporation may be amended without approval by the board of directors, approval by the members entitled to vote on articles of incorporation or approval required pursuant to ORS 65.467:

To carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute; or

In a proceeding brought by the Attorney General to correct the statement in the articles of incorporation or the annual report with regard to whether the corporation is a public benefit corporation or mutual benefit corporation or, subject to the provisions of ORS 65.042, a religious corporation.

The articles of incorporation after amendment must contain only provisions required or permitted by ORS 65.047.

The individual or individuals designated by the court in a reorganization proceeding, or the Attorney General in a proceeding brought by the Attorney General, shall deliver to the Secretary of State for filing articles of amendment setting forth:

The name of the corporation;

The text of each amendment approved by the court;

The date of the court’s order or decree approving the articles of amendment;

The title of the proceeding in which the order or decree was entered; and

A statement whether the court had jurisdiction of the proceeding under federal statute or under subsection (1)(b) of this section.

This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.