ORS 60.771¹
Corporate records

(1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s shareholders and board of directors, a record of all actions that the shareholders or board of directors takes without a meeting and a record of all actions that a committee of the board of directors takes in place of the board of directors on behalf of the corporation.

(2) A corporation shall maintain appropriate accounting records.

(3) A corporation or the corporation’s agent shall maintain a record of the corporation’s shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and class of shares each shareholder holds.

(4) A corporation shall maintain the corporation’s records as documents capable of conversion into a tangible written form within a reasonable time.

(5) A corporation shall keep a copy of the following records at the corporation’s principal office or registered office:

(a) The articles or restated articles of incorporation and all amendments to the articles of incorporation or restated articles of incorporation that are currently in effect;

(b) The corporation’s bylaws or restated bylaws and all amendments to the bylaws or restated bylaws that are currently in effect;

(c) Resolutions that the corporation’s board of directors adopts to create one or more classes or series of shares and fixing the relative rights, preferences and limitations for each class or series, if shares issued pursuant to those resolutions are outstanding;

(d) The minutes of all shareholders’ meetings and records of all action that shareholders take without a meeting, for the past three years;

(e) All written communications to shareholders generally within the past three years;

(f) A list of the names and business addresses of the corporation’s current directors and officers; and

(g) The corporation’s most recent annual report delivered to the Secretary of State under ORS 60.787 (Annual report). [1987 c.52 §169; 2017 c.55 §16]

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 (2019) (last ac­cessed May 16, 2020).
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2019, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­html (2019) (last ac­cessed May 16, 2020).
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. Currency Information