Chapter 60 Private Corporations

General Provisions

§ 60.001		Definitions
§ 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
§ 60.021		Appeal from Secretary of State’s refusal to file document
§ 60.024		Evidentiary effect of copy of filed document
§ 60.027		Certificate of existence or authorization
§ 60.031		Powers
§ 60.032		Investigations of violations of chapter
§ 60.034		Notice

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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

§ 60.064

Emergency bylaws

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Purposes and Powers

§ 60.074		Purposes
§ 60.077		General powers
§ 60.081		Emergency powers
§ 60.084		Challenges to 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

§ 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
§ 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
§ 60.164		Shares without certificates
§ 60.167		Restriction on transfer of shares and other securities
§ 60.171		Expense of issue
§ 60.174		Preemptive rights of shareholders
§ 60.177		Corporation’s acquisition of its own shares
§ 60.181		Distributions to shareholders

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Shareholders

§ 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

§ 60.217		Waiver of notice
§ 60.219		Adjournment of meeting
§ 60.221		Record date
§ 60.222		Participation at meeting
§ 60.223		Meeting inspectors
§ 60.224		Shareholders’ list for meeting
§ 60.227		Voting entitlement of shares
§ 60.231		Proxies
§ 60.234		Shares held by nominees
§ 60.237		Corporations’ acceptance or rejection of votes, consents, waivers or proxy authorizations
§ 60.241		Quorum and voting requirements for voting groups
§ 60.244		Action by single and multiple voting groups
§ 60.247		Modification of quorum or voting requirements
§ 60.251		Voting for directors
§ 60.254		Voting trusts
§ 60.257		Voting agreements
§ 60.261		Derivative proceedings
§ 60.265		Validity of shareholder agreements inconsistent with chapter

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Corporate Actions

§ 60.270		Definitions for ORS 60.270 to 60.291
§ 60.273		Defective corporate action
§ 60.276		Ratification by board of directors
§ 60.279		Quorum
§ 60.282		Notice of ratification by board of directors
§ 60.285		Corrected corporate action

§ 60.288		Articles of validation
§ 60.291		Judicial review of corporate action

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Directors and Officers

§ 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

§ 60.321		Resignation of directors
§ 60.324		Removal of directors by shareholders
§ 60.327		Removal of directors by judicial proceeding
§ 60.331		Vacancy on board
§ 60.334		Compensation of directors
§ 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
§ 60.357		General standards for directors
§ 60.361		Conflict of interest
§ 60.364		Loans to directors
§ 60.367		Liability for unlawful distributions
§ 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
§ 60.387		Definitions for ORS 60.387 to 60.414
§ 60.391		Authority to indemnify directors
§ 60.394		Mandatory indemnification
§ 60.397		Payment of director’s expenses in connection with proceeding
§ 60.401		Court-ordered indemnification
§ 60.404		Determination and authorization of indemnification
§ 60.407		Indemnification of officers, employees and agents
§ 60.411		Insurance
§ 60.414		Application of ORS 60.387 to 60.411

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Amendment of Articles of Incorporation and Bylaws

§ 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

§ 60.451		Restated articles of incorporation
§ 60.454		Amendment pursuant to reorganization
§ 60.457		Effect of amendment
§ 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

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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

§ 60.484		Share exchange
§ 60.487		Action on plan of merger or share exchange
§ 60.491		Merger with subsidiary
§ 60.494		Articles and plan of merger or share exchange
§ 60.497		Effect of merger or share exchange
§ 60.501		Merger or share exchange with foreign corporation

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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

§ 60.551		Definitions for ORS 60.551 to 60.594
§ 60.554		Right to dissent
§ 60.557		Dissent by nominees and beneficial owners
§ 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
§ 60.581		Failure to take action
§ 60.584		After-acquired shares
§ 60.587		Procedure if shareholder dissatisfied with payment or offer
§ 60.591		Court action
§ 60.594		Court costs and counsel fees

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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

§ 60.641		Known claims against dissolved corporation
§ 60.644		Unknown claims against dissolved corporation
§ 60.645		Enforcement of claims against dissolved corporation
§ 60.647		Grounds for administrative dissolution
§ 60.651		Procedure
§ 60.654		Reinstatement following administrative dissolution
§ 60.657		Appeal from denial of reinstatement
§ 60.661		Grounds for judicial dissolution
§ 60.664		Procedure for judicial dissolution
§ 60.667		Receivership or custodianship
§ 60.671		Judgment of dissolution
§ 60.674		Asset distribution

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Foreign Corporations

§ 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

§ 60.721		Registered office and registered agent of foreign corporation
§ 60.724		Change of registered office or registered agent of foreign corporation
§ 60.727		Resignation of registered agent of foreign corporation
§ 60.731		Service on foreign corporation
§ 60.734		Withdrawal of foreign corporation
§ 60.737		Grounds for revocation
§ 60.741		Procedure for and effect of revocation
§ 60.744		Appeal from revocation
§ 60.747		Reinstatement of authority

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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

§ 60.762		Benefit company board of governors
§ 60.764		Duties of, standard of conduct for and liabilities of officers and managers of benefit company
§ 60.766		Proceedings against benefit company
§ 60.768		Benefit report
§ 60.770		Assessment of public benefit

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Records and Reports

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

§ 60.967		Corporations incorporated under special acts
§ 60.971		Severability

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Penalty

§ 60.992		Penalty for signing false document
§ 60.994		Liability for certain actions in connection with operation of shell entity