Chapter 60 Private Corporations

General Provisions

§ 60.001 Definitions

Filing Documents

§ 60.004 Filing requirements
§ 60.007 Filing, service, copying and certification fees
§ 60.011 Effective time and date of document
§ 60.014 Correcting filed document
§ 60.016 Forms
§ 60.017 Filing duty of Secretary of State
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Secretary of State

§ 60.031 Powers

Notice

§ 60.034 Notice

Incorporation

§ 60.044 Incorporators
§ 60.047 Articles of incorporation
§ 60.051 Incorporation
§ 60.054 Liability for preincorporation transactions
§ 60.057 Organization of corporation
§ 60.061 Bylaws
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Purposes and Powers

§ 60.074 Purposes
§ 60.077 General powers
§ 60.081 Emergency powers
§ 60.084 Validity of corporate acts

Name

§ 60.094 Corporate name
§ 60.097 Reserved name
§ 60.101 Registered name

Office and Agent

§ 60.111 Registered office and registered agent
§ 60.114 Change of registered office or registered agent
§ 60.117 Resignation of registered agent
§ 60.121 Service on corporation

Shares and Distributions

Shares

§ 60.131 Authorized shares
§ 60.134 Terms of class or series determined by board of directors
§ 60.137 Issued and outstanding shares
§ 60.141 Fractional shares

Issuance of Shares

§ 60.144 Subscription for shares before incorporation
§ 60.147 Issuance of shares
§ 60.151 Liability of shareholders
§ 60.154 Share dividends
§ 60.157 Share rights, options, warrants and other equity compensation
§ 60.161 Form and content of certificates
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Subsequent Acquisition of Shares by Shareholders and Corporation

§ 60.174 Preemptive rights of shareholders
§ 60.177 Corporations acquisition of its own shares

Distributions

§ 60.181 Distributions to shareholders

Shareholders

Meetings

§ 60.201 Annual meeting
§ 60.204 Special meeting
§ 60.207 Court-ordered meeting
§ 60.209 Meeting chairperson
§ 60.211 Action without meeting
§ 60.214 Notice of meeting
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Voting

§ 60.224 Shareholders list for meeting
§ 60.227 Voting entitlement of shares
§ 60.231 Proxies
§ 60.234 Shares held by nominees
§ 60.237 Caution-flag-12 Corporations acceptance of votes
§ 60.241 Quorum and voting requirements for voting groups
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Voting Trusts and Agreements

§ 60.254 Voting trusts
§ 60.257 Voting agreements

Derivative Proceedings

§ 60.261 Derivative proceedings

Shareholder Agreements

§ 60.265 Validity of shareholder agreements inconsistent with chapter

Directors and Officers

Board of Directors

§ 60.301 Requirement for and duties of board of directors
§ 60.304 Qualifications of directors
§ 60.307 Number and election of directors
§ 60.311 Election of directors by certain classes of shareholders
§ 60.314 Terms of directors generally
§ 60.317 Staggered terms for directors
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Meetings and Action of Board

§ 60.337 Meetings
§ 60.341 Action without meeting
§ 60.344 Notice of meeting
§ 60.347 Waiver of notice
§ 60.351 Quorum and voting
§ 60.354 Committees

Standards of Conduct

§ 60.357 General standards for directors
§ 60.361 Conflict of interest
§ 60.364 Loans to directors
§ 60.367 Liability for unlawful distributions

Officers

§ 60.371 Required officers
§ 60.374 Duties of officers
§ 60.377 Standard of conduct for officers
§ 60.381 Resignation and removal of officers
§ 60.384 Contract right of officers

Indemnification

§ 60.387 Definitions for ORS 60.387 to 60.414
§ 60.391 Authority to indemnify directors
§ 60.394 Mandatory indemnification
§ 60.397 Payment of directors expenses in connection with proceeding
§ 60.401 Court-ordered indemnification
§ 60.404 Determination and authorization of indemnification
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Amendment of Articles of Incorporation and Bylaws

Amendment of Articles of Incorporation

§ 60.431 Authority
§ 60.434 Amendment by board of directors
§ 60.437 Amendment by board of directors and shareholders
§ 60.441 Voting on amendments by voting groups
§ 60.444 Amendment before issuance of shares
§ 60.447 Articles of amendment
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Amendment of Bylaws

§ 60.461 Amendment or repeal by board of directors or shareholders
§ 60.464 Bylaw increasing quorum or voting requirement for shareholders
§ 60.467 Bylaw increasing quorum or voting requirement for directors

Conversion, Merger and Share Exchange

§ 60.470 Definitions for ORS 60.470 to 60.501
§ 60.472 Conversion
§ 60.474 Action on plan of conversion
§ 60.476 Articles and plan of conversion
§ 60.478 Effect of conversion
§ 60.481 Merger
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Sale of Assets

§ 60.531 Sale of assets in regular course of business
§ 60.534 Sale of assets other than in regular course of business

Dissenters Rights

Right to Dissent and Obtain Payment for Shares

§ 60.551 Definitions for ORS 60.551 to 60.594
§ 60.554 Right to dissent
§ 60.557 Dissent by nominees and beneficial owners

Procedure for Exercise of Rights

§ 60.561 Notice of dissenters rights
§ 60.564 Notice of intent to demand payment
§ 60.567 Dissenters notice
§ 60.571 Duty to demand payment
§ 60.574 Share restrictions
§ 60.577 Payment
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Judicial Appraisal of Shares

§ 60.591 Court action
§ 60.594 Court costs and counsel fees

Dissolution

Voluntary Dissolution

§ 60.621 Dissolution by incorporators or initial directors
§ 60.624 Voluntary dissolution by consent of shareholders
§ 60.627 Dissolution by board of directors and shareholders
§ 60.631 Articles of dissolution
§ 60.634 Revocation of dissolution
§ 60.637 Effect of dissolution
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Administrative Dissolution

§ 60.647 Grounds for administrative dissolution
§ 60.651 Procedure
§ 60.654 Reinstatement following administrative dissolution
§ 60.657 Appeal from denial of reinstatement

Judicial Dissolution

§ 60.661 Grounds for judicial dissolution
§ 60.664 Procedure for judicial dissolution
§ 60.667 Receivership or custodianship
§ 60.671 Judgment of dissolution

Disposition of Assets

§ 60.674 Asset distribution

Foreign Corporations

Authority to Transact Business

§ 60.701 Authority to transact business required
§ 60.704 Consequences of transacting business without authority
§ 60.707 Application for authority to transact business
§ 60.711 Amendment to application for authority
§ 60.714 Effect of authority
§ 60.717 Corporate name of foreign corporation
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Withdrawal

§ 60.734 Withdrawal of foreign corporation

Revocation of Authority

§ 60.737 Grounds for revocation
§ 60.741 Procedure for and effect of revocation
§ 60.744 Appeal from revocation
§ 60.747 Reinstatement of authority

Benefit Companies

§ 60.750 Definitions for ORS 60.750 to 60.770
§ 60.752 Application of benefit company laws
§ 60.754 Status as benefit company
§ 60.756 Minimum status vote required to approve certain actions
§ 60.758 Benefit company purposes and powers
§ 60.760 Duties of, standard of conduct for and liabilities of governor of benefit company
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Records and Reports

Records

§ 60.771 Corporate records
§ 60.774 Inspection of records by shareholders
§ 60.777 Scope of inspection right
§ 60.781 Court-ordered inspection

Reports

§ 60.784 Reports to shareholders of indemnification
§ 60.787 Annual report

Regulation of Corporate Acquisitions

§ 60.801 Definitions for ORS 60.801 to 60.816
§ 60.804 Applicability of ORS 60.801 to 60.816
§ 60.807 Voting rights of control shares
§ 60.810 Acquiring person statement
§ 60.813 Dissenters rights
§ 60.816 Short title

Business Combinations With Interested Shareholders

§ 60.825 Definitions for ORS 60.825 to 60.845
§ 60.830 Ownership of shares
§ 60.835 Prohibited business combinations
§ 60.840 Exceptions to ORS 60.835
§ 60.845 Greater vote of shareholders prohibited

Miscellaneous

§ 60.951 Short title
§ 60.952 Court proceeding by shareholder in close corporation
§ 60.954 Reservation of power to amend or repeal
§ 60.957 Application to existing domestic corporation
§ 60.961 Application to qualified foreign corporations
§ 60.964 Saving provisions
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Penalty

§ 60.992 Penalty for signing false document

Source:
Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2015) (last ac­cessed Jul. 16, 2016).