2015 ORS 60.840¹
Exceptions to ORS 60.835

(1) ORS 60.835 (Prohibited business combinations) shall not apply if:

(a) The corporation’s original articles of incorporation contain a provision expressly electing not to be governed by ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited);

(b) The corporation, by action of its board of directors, adopts an amendment to its bylaws within 90 days after April 4, 1991, expressly electing not to be governed by ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited). The amendment shall not be further amended by the board of directors;

(c) The corporation, by action of its shareholders, adopts an amendment to its articles of incorporation or bylaws expressly electing not to be governed by ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited), provided that, in addition to any other vote required by law, the amendment to the articles of incorporation or bylaws must be approved by the affirmative vote of a majority of the shares entitled to vote. An amendment adopted pursuant to this paragraph shall not be effective until 12 months after the adoption of the amendment and shall not apply to any business combination between the corporation and any person who became an interested shareholder of the corporation on or prior to the adoption of the amendment. A bylaw amendment adopted pursuant to this paragraph shall not be further amended by the board of directors;

(d) The corporation does not have a class of voting stock that is:

(A) Listed on a national securities exchange;

(B) Authorized for quotation on an interdealer quotation system of a registered national securities association; or

(C) Held of record by more than 2,000 shareholders; or

(e) A shareholder becomes an interested shareholder inadvertently and:

(A) As soon as practicable divests sufficient shares so that the shareholder ceases to be an interested shareholder; and

(B) Would not, at any time within the three-year period immediately prior to a business combination between the corporation and the shareholder, have been an interested shareholder, but for the inadvertent acquisition.

(2) Subsection (1)(d) of this section does not apply if anything described in subsection (1)(d) of this section results from action taken, directly or indirectly, by an interested shareholder or from a transaction in which a person becomes an interested shareholder.

(3) Notwithstanding subsection (1) of this section, a corporation may elect by a provision of its original articles of incorporation or any amendment thereto to be governed by ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited), except that any amendment to the articles of incorporation shall not apply to restrict a business combination between the corporation and an interested shareholder of the corporation if the interested shareholder became an interested shareholder prior to April 4, 1991. [1991 c.40 §5]

Law Review Cita­tions

30 WLR 223 (1994)

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 (2015) (last ac­cessed Jul. 16, 2016).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2015, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­html (2015) (last ac­cessed Jul. 16, 2016).
 
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.