2017 ORS 60.231¹
Proxies

(1) A shareholder may vote shares in person or by proxy.

(2) A shareholder may authorize a person or persons to act for the shareholder as proxy in any one of the following manners:

(a) A shareholder or the shareholder’s designated officer, director, employee or agent may sign a document.

(b) A shareholder may send or authorize an agent to send an electronic transmission that:

(A) May be transmitted to:

(i) The person who will hold the proxy;

(ii) The proxy solicitation firm; or

(iii) A proxy support service organization or similar agency that the person who will hold the proxy authorizes to receive the electronic transmission; and

(B) Must contain or be accompanied by information that shows the date of the transmission and that the shareholder or the shareholder’s designated officer, director, employee or agent authorized the transmission.

(c) Any other method allowed by law.

(3) A copy, facsimile telecommunication or other reliable reproduction of the document or electronic transmission created under subsection (2)(a) or (b) of this section may be used instead of the original document or electronic transmission for all purposes for which the original document or electronic transmission may be used if the copy, facsimile telecommunication or other reproduction is a complete copy of the entire original document or electronic transmission.

(4) An authorization of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An authorization is valid for 11 months unless a longer period is expressly provided in the authorization form.

(5) An authorization of a proxy is revocable by the shareholder unless the authorization conspicuously states that the authorization is irrevocable and the authorization is coupled with an interest. Authorizations coupled with an interest include the authorization of:

(a) A pledgee;

(b) A person who purchased or agreed to purchase the shares;

(c) A creditor of the corporation that extended the corporation credit under terms requiring the authorization;

(d) An employee of the corporation whose employment contract requires the authorization; or

(e) A party to a voting agreement created under ORS 60.257 (Voting agreements).

(6) The death or incapacity of the shareholder authorizing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the authorization.

(7) An authorization made irrevocable under subsection (5) of this section is revoked when the interest with which the authorization is coupled is extinguished.

(8) A transferee for value of shares subject to an irrevocable authorization may revoke the authorization if the transferee did not know of the authorization’s existence when the transferee acquired the shares and the existence of the irrevocable authorization was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(9) Subject to ORS 60.237 (Corporations’ acceptance or rejection of votes, consents, waivers or proxy authorizations) and to any express limitation on the proxy’s authority appearing on the face of the authorization form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the authorization. [1987 c.52 §58; 1999 c.371 §1; 2001 c.104 §17; 2003 c.80 §7; 2017 c.55 §10]

Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet defini­tion for “shareholder” does not have statutorily created inspec­tion rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

This chapter as authorizing partnership of corpora­tion and individual; validity of partnership between a private corpora­tion and an individual when corpora­tion charter so provides, (1972) Vol 36, p 94

Law Review Cita­tions

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)

1 Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.