Voting by shareholders
(1) A shareholder may vote in person, by electronic means or by a proxy that the shareholder or the duly authorized attorney-in-fact of the shareholder executes in writing. A proxy is not valid after 11 months from the date of execution unless otherwise provided in the proxy. The following provisions, relating to voting of shares, apply to shareholders of cooperatives and shares of the capital stock of cooperatives other than membership stock:
(a) Shares standing in the name of another domestic or foreign cooperative may be voted by such officer, agent or proxy as the bylaws of the cooperative may prescribe, or, in the absence of such provision, as the board of directors of the cooperative may determine.
(b) An administrator, executor, guardian or conservator holding shares may vote the shares, in person, by electronic means or by a proxy, without transferring the shares into the name of the administrator, executor, guardian or conservator. Shares standing in the name of a trustee may be voted by the trustee, in person, by electronic means or by a proxy, but a trustee may not vote shares held by the trustee without transferring the shares into the trustee’s name.
(c) Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under control of a receiver may be voted by the receiver without transferring the shares into the receiver’s name if an appropriate order of the court by which the receiver was appointed authorizes the receiver to vote the shares.
(d) A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee may vote the shares so transferred.
(2) For the purpose of determining shareholders entitled to notice of or to vote at meetings, or entitled to receive payment of any dividend, the bylaws may fix in advance a date as the record date for any such determination of shareholders. The date must be not more than 50 days and not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If a record date is not fixed by the bylaws, the date on which notice of the meeting is mailed, or the date on which the resolution of the board of directors declaring such dividend is adopted, is the record date for such determination of shareholders. A determination of shareholders entitled to vote at any meeting made under this subsection applies to any adjournment of that meeting.
(3) As used in this section, “electronic means” means a method of voting that complies with ORS 84.001 (Short title) to 84.061 (Federal electronic signatures law partially superseded). [1957 c.716 §15; 1987 c.94 §81; 2016 c.2 §1]
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