(1) Except as provided in subsection (4) of this section, a corporation shall hold an annual meeting of the shareholders at a time stated in or fixed in accordance with the bylaws. (2) An annual shareholders’ meeting may be held in or out of this state at the place stated in or fixed in accordance […]
(1) A corporation shall hold a special meeting of shareholders: (a) On call of the board of directors of the corporation or of a person that the articles of incorporation or bylaws authorize to call the meeting; or (b) Except as provided in this paragraph and in subsection (2) of this section, if the holders […]
(1) The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the registered office of the corporation is or was last located, may summarily order a meeting to be held: (a) On application of any shareholder of the corporation entitled to […]
(1) At each meeting of shareholders, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. (2) Unless the articles of incorporation or bylaws provide otherwise, the chairperson shall determine the order of business and shall have the authority to establish […]
(1)(a) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. (b) Notwithstanding paragraph (a) of this subsection, the articles of incorporation may provide that action required or permitted by […]
(1) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders’ meeting not earlier than 60 days nor less than 10 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to […]
(1) A shareholder may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the corporation for inclusion in the minutes for filing with the corporate records. (2) A shareholder’s […]
Unless otherwise provided in the articles of incorporation or bylaws, a majority of votes represented at a meeting of shareholders, whether or not a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any shareholder of any adjournment, except as such notice may be required […]
(1) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action. The record date must be the same for all […]
(1)(a) Shareholders and proxy holders that are not physically present for a shareholders’ meeting may participate in the meeting, be deemed present in person and vote if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board adopts. (b) Before a board of […]
(1) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of […]
(1) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group, and within each voting group by class or series of shares and show the address […]
(1) Except as provided in subsections (2) and (3) of this section and in ORS 60.807, or unless a corporation’s articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote. (2) The shares of […]
(1) A shareholder may vote shares in person or by proxy. (2) A shareholder may authorize a person or persons to act for the shareholder as proxy in any one of the following manners: (a) A shareholder or the shareholder’s designated officer, director, employee or agent may sign a document. (b) A shareholder may send […]
(1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (2) The procedure referred to in subsection (1) of this section may set […]
(1) If the name signed on a vote, consent, waiver or proxy authorization corresponds to the name of a shareholder, a corporation, if acting in good faith, may accept the vote, consent, waiver or proxy authorization and give the vote, consent, waiver or proxy authorization effect as the act of the shareholder. (2) If the […]
(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide for a lesser or greater number in accordance with ORS 60.247, a majority of […]
(1) If the articles of incorporation or this chapter provide for voting by a single group on a matter, action on that matter is taken when voted upon by that voting group as provided in ORS 60.241. (2) If the articles of incorporation or this chapter provide for voting by two or more voting groups […]
(1) The articles of incorporation may provide for a lesser or greater quorum requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter, but in no event shall a quorum for shareholders, or any voting group of shareholders, consist of less than one-third of the votes entitled to be cast […]
(1) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (2) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation […]
