71st OREGON LEGISLATIVE ASSEMBLY--2001 Regular Session
SA to SB 118
LC 570/SB 118-4
SENATE AMENDMENTS TO
SENATE BILL 118
By COMMITTEE ON BUSINESS, LABOR, AND ECONOMIC DEVELOPMENT
March 19
On page 1 of the printed bill, line 2, after the semicolon
delete the rest of the line and lines 3 and 4 and insert '
creating new provisions; and amending ORS 56.080, 60.001, 60.111,
60.211, 60.472, 60.476, 60.478, 60.481, 60.494, 60.661, 60.664,
60.667, 60.671, 60.721, 62.015, 62.155, 62.607, 62.611, 62.613,
62.617, 63.001, 63.047, 63.111, 63.155, 63.470, 63.476, 63.479,
63.481, 63.721, 65.001, 65.111, 65.637, 65.721, 67.342, 67.346,
67.348, 67.360, 70.005, 70.025, 70.435, 70.505, 70.515, 70.520,
70.525, 70.610, 271.330, 307.518, 554.082 and 750.635.'.
On page 5, line 10, delete 'withdraw' and insert ' cancel'.
On page 7, line 30, after 'jurisdiction' delete the rest of the
line and line 31 and insert 'if:
' (a) The conversion is permitted by the laws of that
jurisdiction;
' (b) A plan of conversion is approved by each business entity
that is a party to the merger;
' (c) The articles of conversion are filed in this state;
' (d) The surviving business entity submits an application to
transact business as a foreign business entity of that type to
the Secretary of State for filing and meets all other
requirements prescribed under the laws of this state for
authorization to transact business as a foreign business entity
of that type; and
' (e) The corporation complies with all requirements imposed
under the laws of the other jurisdiction.'.
In line 43, after '(1)' insert '(a)'.
On page 8, line 6, after 'if' insert a colon and delete the
rest of the line and lines 7 through 11 and insert:
' (A) The merger is permitted by the laws of the other
jurisdiction;
' (B) A plan of merger is approved by each business entity that
is a party to the merger;
' (C) The articles of merger are filed in this state;
' (D) The surviving business entity submits an application to
transact business as a foreign business entity of that type to
the Secretary of State for filing and meets all other
requirements prescribed under the laws of this state for
authorization to transact business as a foreign business entity
of that type; and
' (E) The corporation complies with all requirements imposed
under the laws of the other jurisdiction.
' (b) A merger of one or more domestic corporations with one or
more foreign corporations is governed by ORS 60.501.'.
In line 33, after 'jurisdiction' delete the rest of the line
and line 34 and insert 'if:
' (a) The conversion is permitted by the laws of that
jurisdiction;
' (b) A plan of conversion is approved by each business entity
that is a party to the merger;
' (c) The articles of conversion are filed in this state;
' (d) The surviving business entity submits an application to
transact business as a foreign business entity of that type to
the Secretary of State for filing and meets all other
requirements prescribed under the laws of this state for
authorization to transact business as a foreign business entity
of that type; and
' (e) The cooperative complies with all requirements imposed
under the laws of the other jurisdiction.'.
On page 9, line 9, after 'if' insert a colon and delete the
rest of the line and lines 10 through 12 and insert:
' (a) The merger is permitted by the laws of the other
jurisdiction;
' (b) A plan of merger is approved by each business entity that
is a party to the merger;
' (c) The articles of merger are filed in this state;
' (d) The surviving business entity submits an application to
transact business as a foreign business entity of that type to
the Secretary of State for filing and meets all other
requirements prescribed under the laws of this state for
authorization to transact business as a foreign business entity
of that type; and
' (e) The cooperative complies with all requirements imposed
under the laws of the other jurisdiction.'.
In line 33, after the first 'jurisdiction' delete the rest of
the line and insert 'if:
' (a) The conversion is permitted by the laws of that
jurisdiction;
' (b) A plan of conversion is approved by each business entity
that is a party to the merger;
' (c) The articles of conversion are filed in this state;
' (d) The surviving business entity submits an application to
transact business as a foreign business entity of that type to
the Secretary of State for filing and meets all other
requirements prescribed under the laws of this state for
authorization to transact business as a foreign business entity
of that type; and
' (e) The limited liability company complies with any
requirements imposed under the laws of the other jurisdiction.'.
On page 10, line 8, after 'if' insert a colon and delete the
rest of the line and lines 9 through 12 and insert:
' (a) The merger is permitted by the laws of that jurisdiction;
' (b) A plan of merger is approved by each business entity that
is a party to the merger;
' (c) The articles of merger are filed in this state;
' (d) The surviving business entity submits an application to
transact business as a foreign business entity of that type to
the Secretary of State for filing and meets all other
requirements prescribed under the laws of this state for
authorization to transact business as a foreign business entity
of that type; and
' (e) The limited liability company complies with any
requirements imposed under the laws of the other jurisdiction.'.
In line 32, after 'jurisdiction' delete the rest of the line
and line 33 and insert 'if:
' (a) The conversion is permitted by the laws of that
jurisdiction;
' (b) A plan of conversion is approved by each business entity
that is a party to the merger;
' (c) The articles of conversion are filed in this state;
' (d) The surviving business entity submits an application to
transact business as a foreign business entity of that type to
the Secretary of State for filing and meets all other
requirements prescribed under the laws of this state for
authorization to transact business as a foreign business entity
of that type; and
' (e) The partnership complies with any requirements imposed
under the laws of the other jurisdiction.'.
On page 11, line 9, after 'if' insert a colon and delete the
rest of the line and lines 10 through 12 and insert:
' (a) The merger is permitted by the laws of the other
jurisdiction;
' (b) A plan of merger is approved by each business entity that
is a party to the merger;
' (c) The articles of merger are filed in this state;
' (d) The surviving business entity submits an application to
transact business as a foreign business entity of that type to
the Secretary of State for filing and meets all other
requirements prescribed under the laws of this state for
authorization to transact business as a foreign business entity
of that type; and
' (e) The partnership complies with all requirements imposed
under the laws of the other jurisdiction.'.
In line 33, after the first 'jurisdiction' delete the rest of
the line and insert 'if:
' (a) The conversion is permitted by the laws of that
jurisdiction;
' (b) A plan of conversion is approved by each business entity
that is a party to the merger;
' (c) The articles of conversion are filed in this state;
' (d) The surviving business entity submits an application to
transact business as a foreign business entity of that type to
the Secretary of State for filing and meets all other
requirements prescribed under the laws of this state for
authorization to transact business as a foreign business entity
of that type; and
' (e) The limited partnership complies with any requirements
imposed under the laws of the other jurisdiction.'.
On page 12, line 8, after 'if' insert a colon and delete the
rest of the line and lines 9 through 11 and insert:
' (a) The merger is permitted by the laws of the other
jurisdiction;
' (b) A plan of merger is approved by each business entity that
is a party to the merger;
' (c) The articles of merger are filed in this state;
' (d) The surviving business entity submits an application to
transact business as a foreign business entity of that type to
the Secretary of State for filing and meets all other
requirements prescribed under the laws of this state for
authorization to transact business as a foreign business entity
of that type; and
' (e) The limited partnership complies with all requirements
imposed under the laws of the other jurisdiction.'.
After line 24, insert:
' { + SECTION 22. + } ORS 60.211 is amended to read:
' 60.211. (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 this chapter to be taken at a shareholders' meeting
may be taken without a meeting if the action is taken by
shareholders having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which
all shareholders entitled to vote on the action were present and
voted. + }
' { + (c) + } The action { + taken under this subsection + }
must be evidenced by one or more written consents describing the
action taken, signed by all the shareholders entitled to vote on
the action { + , or by those shareholders taking action under
paragraph (b) of this subsection, + } and delivered to the
corporation for inclusion in the minutes or filing with the
corporate records.
' { + (d) + } Action taken under { - this section - }
{ + paragraph (a) of this subsection + } is effective when the
last shareholder signs the consent, unless the consent specifies
an earlier or later effective date.
' { + (e) Action taken under paragraph (b) of this subsection
is effective when the consent or consents bearing sufficient
signatures are delivered to the corporation, unless the consent
or consents specify an earlier or later effective date. An
effective date specified under this paragraph may not be earlier
than the effective date of the provision permitting action under
paragraph (b) of this subsection. + }
' (2) If not otherwise determined under ORS 60.207 or 60.221,
the record date for determining shareholders entitled to take
action without a meeting is the date the first shareholder signs
{ - the - } { + a + } consent under subsection (1) of this
section.
' (3) A consent signed under this section has the effect of a
meeting vote and may be described as such in any document.
' (4) { + (a) + } If this chapter requires that notice of
proposed action be given to nonvoting shareholders and the action
is to be taken by unanimous consent of the voting shareholders,
the corporation must give its nonvoting shareholders written
notice of the proposed action at least 10 days before the action
is taken.
' { + (b) If this chapter requires that notice of proposed
action be given to nonvoting shareholders and the action is taken
as provided in subsection (1)(b) of this section, the corporation
must give its nonvoting shareholders written notice of the action
promptly after the action is taken.
' (c) + } The notice { + given under this subsection + } must
contain or be accompanied by the same material that, under this
chapter, would have been required to be sent to nonvoting
shareholders in a notice of meeting at which the proposed action
would have been submitted to the shareholders for action.
' { + (5) If action is taken as provided in subsection (1)(b)
of this section, the corporation must give written notice of the
action promptly after the action is taken to shareholders who did
not consent in writing under subsection (1)(b) of this section.
The notice given under this subsection must contain or be
accompanied by the same material that, under this chapter, would
have been required to be sent to those shareholders in a notice
of meeting at which the proposed action would have been submitted
to those shareholders for action.
' (6) The fact that an action is taken by written consent
without a meeting does not impair any rights a shareholder who
does not consent to the action may have to dissent and obtain
payment for the shareholder's shares under ORS 60.551 to 60.594.
A shareholder who consents to the action in writing is not
entitled to receive payment for the shareholder's shares under
ORS 60.551 to 60.594. + }
' { + SECTION 23. + } ORS 63.155 is amended to read:
' 63.155. (1) The only fiduciary duties a member owes to a
member-managed limited liability company and its other members
are the duty of loyalty and the duty of care set forth in
subsections (2) and (3) of this section.
' (2) A member's duty of loyalty to a member-managed limited
liability company and its other members includes the following:
' (a) To account to the limited liability company and hold for
it any property, profit or benefit derived by the member in the
conduct and winding up of the limited liability company's
business or derived from a use by the member of limited liability
company property, including the appropriation of a limited
liability company opportunity;
' (b) Except as provided in subsections (5) and (6) of this
section, to refrain from dealing with the limited liability
company in a manner adverse to the limited liability company and
to refrain from representing a person with an interest adverse to
the limited liability company, in the conduct or winding up of
the limited liability company's business; and
' (c) To refrain from competing with the limited liability
company in the conduct of the business of the limited liability
company before the dissolution of the limited liability company.
' (3) A member's duty of care to a member-managed limited
liability company and the other members in the conduct and
winding up of the business of the limited liability company is
limited to refraining from engaging in grossly negligent or
reckless conduct, intentional misconduct or a knowing violation
of law.
' (4) A member shall discharge the duties to a member-managed
limited liability company and the other members under this
chapter or under any operating agreement of the limited liability
company and exercise any rights consistent with the obligation of
good faith and fair dealing.
' (5) A member of a member-managed limited liability company
does not violate a duty or obligation under this chapter or under
any operating agreement of the limited liability company merely
because the member's conduct furthers the member's own interest.
' (6) A member of a member-managed limited liability company
may lend money to or transact other business with the limited
liability company, provided that any loan or transaction between
the member and the limited liability company must be:
' (a) Fair to the limited liability company;
' (b) Authorized by an operating agreement; or
' (c) Authorized or ratified by a majority of the disinterested
members or by a number or percentage of members specified in the
operating agreement after full disclosure of all material facts.
' (7) Loans and other transactions between a member-managed
limited liability company and a member are binding on the parties
in the same manner as transactions between the limited liability
company and persons who are not members, subject to other
applicable law.
' (8) This section also applies to a person who is not a member
and who is winding up the limited liability company's business.
' (9) In a manager-managed limited liability company:
' (a) A member who is not also a manager owes no duties to the
limited liability company or the other members solely by reason
of being a member;
' (b) A manager is held to the same standards of conduct
prescribed for members in subsections (2) to (8) of this section;
' (c) A member who, pursuant to an operating agreement,
exercises some or all of the rights of a manager in the
management and conduct of the limited liability company's
business is held to the standards of conduct described in
subsections (2) to (8) of this section to the extent that the
member exercises the managerial authority vested in a manager by
this chapter; and
' (d) A manager is relieved of liability imposed by law for
violation of the standards prescribed by this section to the
extent, if any, of the managerial authority delegated to the
members who are not also managers by an operating agreement.
' { - (10) An operating agreement may: - }
' { - (a) Identify types or categories of activities that do
not violate the duty of loyalty, if not unconscionable; and - }
' { - (b) Specify the number or percentage of members, whether
interested or disinterested, or disinterested managers that may
authorize or ratify, after full disclosure of all material facts,
a specific act or transaction that otherwise would violate the
duty of loyalty. - }
' { - (11) An operating agreement may not: - }
' { - (a) Eliminate the duty of loyalty under subsection (2)
of this section; - }
' { - (b) Unreasonably reduce the duty of care under
subsection (3) of this section; or - }
' { - (c) Eliminate the obligation of good faith and fair
dealing under subsection (4) of this section, but an operating
agreement may determine the standards by which the performance of
the obligation is to be measured, if the standards are not
unconscionable. - }
' { + (10) The articles of organization or an operating
agreement of a member-managed limited liability company may not:
' (a) Eliminate completely the duty of loyalty under subsection
(2) of this section, but the articles of organization or an
operating agreement may:
' (A) Identify specific types or categories of activities that
do not violate the duty of loyalty, if not unconscionable; and
' (B) Specify the number or percentage of members, whether
interested or disinterested, or disinterested managers that may
authorize or ratify, after full disclosure of all material facts,
a specific act or transaction that otherwise would violate the
duty of loyalty.
' (b) Unreasonably reduce the duty of care under subsection (3)
of this section.
' (c) Eliminate completely the obligation of good faith and
fair dealing under subsection (4) of this section, but the
articles of organization or an operating agreement may determine
the standards by which performance of the obligation of good
faith and fair dealing is to be measured, if the standards are
not unconscionable.
' (11) For the purposes of subsection (10)(a) of this section,
specific types or categories of activities that may be identified
as not violating the duty of loyalty include, but are not limited
to:
' (a) Competing with the member-managed limited liability
company in the conduct of the business of the limited liability
company before the dissolution of the limited liability company;
and
' (b) Entering into or engaging in, for a member's own account,
an investment, business, transaction or activity that is similar
to the investments, businesses, transactions or activities of the
limited liability company without:
' (A) First offering the limited liability company or the other
members an opportunity to participate in the investment,
business, transaction or activity; or
' (B) Having any obligation to account to the limited liability
company or the other members for the investment, business,
transaction or activity or the profits from the investment,
business, transaction or activity. + }
' { + SECTION 24. + } ORS 60.111 is amended to read:
' 60.111. (1) Each corporation shall continuously maintain in
this state a registered agent and registered office that may be,
but need not be, the same as any of its places of business.
' (2) A registered agent shall be:
' (a) An individual who resides in this state and whose
business office is identical to the registered office;
' (b) A domestic corporation { + , domestic limited liability
company, domestic professional corporation + } or
{ - nonprofit - } domestic { + nonprofit + } corporation
whose business office is identical to the registered office; or
' (c) A foreign corporation { + , foreign limited liability
company, foreign professional corporation + } or
{ - nonprofit - } foreign { + nonprofit + } corporation
authorized to transact business in this state whose business
office is identical to the registered office.
' { + SECTION 25. + } ORS 60.721 is amended to read:
' 60.721. Each foreign corporation authorized to transact
business in this state must continuously maintain in this state:
' (1) A registered office that may be, but need not be, the
same as any of its places of business; and
' (2) A registered agent who may be:
' (a) An individual who resides in this state and whose
business office is identical to the registered office;
' (b) A domestic corporation { + , domestic limited liability
company, domestic professional corporation + } or
{ - nonprofit - } domestic { + nonprofit + } corporation
whose business office is identical to the registered office; or
' (c) A foreign corporation { + , foreign limited liability
company, foreign professional corporation + } or foreign
nonprofit corporation authorized to transact business in this
state whose business office is identical to the registered
office.
' { + SECTION 26. + } ORS 62.155 is amended to read:
' 62.155. (1) Each cooperative shall have and continuously
maintain in this state:
' (a) A registered office which may, but need not be, the same
as its place of business.
' (b) A registered agent { - , which agent may be either - }
{ + who shall be:
' (A) + } An individual resident in this state whose business
office is identical to such registered office { + ; + } { - ,
or - }
' { + (B) + } A domestic corporation { + , domestic limited
liability company, domestic professional corporation or domestic
nonprofit corporation + }having a business office identical to
such registered office { - , - } { + ; + } or
' { + (C) + } A foreign corporation { + , foreign limited
liability company, foreign professional corporation or foreign
nonprofit corporation + } authorized to transact business in this
state and having a business office identical to such registered
office.
' (2) A cooperative may change its registered office or
registered agent in accordance with the procedure set forth in
ORS 60.114.
' (3) A person who has been designated by a cooperative as its
registered agent may resign in accordance with the procedure set
forth in ORS 60.117.
' (4) A registered agent appointed by a cooperative is an agent
of the cooperative upon whom any process, notice or demand
required or permitted by law to be served upon the cooperative
may be served.
' (5) The provisions of ORS 60.121 are applicable to
cooperatives.
' { + SECTION 27. + } ORS 63.111 is amended to read:
' 63.111. (1) Each limited liability company shall continuously
maintain in this state a registered agent and registered office
that may be, but need not be, the same as any of its places of
business.
' (2) A registered agent shall be:
' (a) An individual who resides in this state and whose
business office is identical to the registered office;
' (b) A domestic limited liability company, a domestic
corporation { + , a domestic professional corporation + } or
{ + a + } { - nonprofit - } domestic { + nonprofit + }
corporation whose business office is identical to the registered
office; or
' (c) A foreign limited liability company, foreign
corporation { + , foreign professional corporation + } or
{ - nonprofit - } foreign { + nonprofit + } corporation
authorized to transact business in this state whose business
office is identical to the registered office.
' { + SECTION 28. + } ORS 63.721 is amended to read:
' 63.721. Each foreign limited liability company authorized to
transact business in this state must continuously maintain in
this state:
' (1) A registered office that may be, but need not be, the
same as any of its places of business; and
' (2) A registered agent who may be:
' (a) An individual who resides in this state and whose
business office is identical to the registered office;
' (b) A domestic limited liability company, a domestic
{ - business - } corporation { + , a domestic professional
corporation + } or a domestic nonprofit corporation whose
business office is identical to the registered office; or
' (c) A foreign limited liability company, a foreign
{ - business - } corporation { + , a foreign professional
corporation + } or a foreign nonprofit corporation authorized to
transact business in this state whose business office is
identical to the registered office.
' { + SECTION 29. + } ORS 65.111 is amended to read:
' 65.111. Each corporation shall continuously maintain in this
state both:
' (1) A registered agent, who shall be:
' (a) An individual who resides in this state;
' (b) A { + corporation, + } domestic business { - or
nonprofit - } corporation { + , domestic limited liability
company or domestic professional corporation + } with an office
in this state; or
' (c) A { + foreign corporation, + } foreign business { - or
nonprofit - } corporation { + , foreign limited liability company
or foreign professional corporation + } authorized to transact
business in this state with an office in this state; and
' (2) A registered office of the corporation, which shall be
the residence or office address of the registered agent.
' { + SECTION 30. + } ORS 65.721 is amended to read:
' 65.721. Each foreign corporation authorized to transact
business in this state shall continuously maintain in this state
both:
' (1) A registered agent, who shall be:
' (a) An individual who resides in this state;
' (b) A { + corporation, + } domestic business { - or
nonprofit - } corporation { + , domestic limited liability
company or domestic professional corporation + } with an office
in this state; or
' (c) A { + foreign nonprofit corporation, + } foreign
business { - or nonprofit - } corporation { + , foreign
limited liability company or foreign professional corporation + }
authorized to transact business in this state with an office in
this state; and
' (2) A registered office of the foreign corporation, which
shall be the address, including street and number, of the
residence or office of the registered agent.
' { + SECTION 31. + } ORS 70.025 is amended to read:
' 70.025. (1) Each domestic limited partnership and each
foreign limited partnership doing business in this state and all
general partners of each domestic limited partnership or foreign
limited partnership shall continuously maintain in this state a
single registered agent who shall be amenable to service of
process { + at the registered agent's business office in this
state + }. The registered agent { - may be either - }
{ + shall be:
' (a) + } An individual resident of this state who has a
business office in this state { + ; + } { - or - }
' { + (b) + } A domestic corporation { + , domestic limited
liability company, domestic professional corporation or domestic
nonprofit corporation; + } or
' { + (c) + } A foreign corporation { + , foreign limited
liability company, foreign professional corporation or foreign
nonprofit corporation + } that is authorized to transact business
in this state and has a business office in this state.
' (2) A domestic or foreign limited partnership and the general
partners thereof may change their registered agent upon
submitting for filing to the Office of Secretary of State a
statement described in this subsection. The statement shall be
executed by any general partner. The filing of the statement
shall immediately terminate the existing registered agent and
establish the newly appointed registered agent as the registered
agent of the domestic or foreign limited partnership and the
general partners thereof. The statement shall include the
following:
' (a) The name of the domestic or foreign limited partnership
and the name and address of each general partner thereof; and
' (b) The name of the successor registered agent and the street
address of that registered agent's business office in this state.
' { + SECTION 32. + } ORS 60.001 is amended to read:
' 60.001. As used in this chapter:
' (1) 'Anniversary' means that day each year exactly one or
more years after:
' (a) The date of filing by the Secretary of State of the
articles of incorporation in the case of a domestic corporation.
' (b) The date of filing by the Secretary of State of an
application for authority to transact business in the case of a
foreign corporation.
' (2) 'Articles of incorporation' include amended and restated
articles of incorporation, articles of conversion and articles of
merger.
' (3) 'Authorized shares' means the shares of all classes a
domestic or foreign corporation is authorized to issue.
' (4) 'Conspicuous' means so written that a reasonable person
against whom the writing is to operate should have noticed it.
For example, printing in italics, boldface or contrasting color,
typing in capitals or underlined is conspicuous.
' (5) 'Corporation' or 'domestic corporation' means a
corporation for profit, which is not a foreign corporation,
incorporated under or subject to the provisions of this chapter.
' (6) 'Distribution' means a direct or indirect transfer of
money or other property, except of a corporation's own shares, or
incurrence of indebtedness by a corporation to or for the benefit
of its shareholders in respect of any of its shares. A
distribution may be in the form of a declaration or payment of a
dividend, a purchase, redemption or other acquisition of shares,
a distribution of indebtedness, or otherwise.
' { + (7) 'Domestic limited liability company' means an
entity that is an unincorporated association having one or more
members and that is organized under ORS chapter 63.
' (8) 'Domestic nonprofit corporation' means a corporation not
for profit incorporated under ORS chapter 65.
' (9) 'Domestic professional corporation' means a corporation
organized under ORS chapter 58 for the purpose of rendering
professional services and for the purposes provided under ORS
chapter 58. + }
' { - (7) - } { + (10) + } 'Employee' includes an officer
but not a director. A director may accept duties that make the
director also an employee.
' { - (8) - } { + (11) + } 'Entity' includes a corporation,
foreign corporation, nonprofit corporation, profit and nonprofit
unincorporated association, business trust, estate, partnership,
trust, two or more persons having a joint or common economic
interest, any state, the United States and any foreign
government.
' { - (9) - } { + (12) + } 'Foreign corporation' means a
corporation for profit incorporated under a law other than the
law of this state.
' { + (13) 'Foreign limited liability company' means an
entity that is an unincorporated association organized under the
laws of a state other than this state or under the laws of a
foreign country and that is organized under a statute under which
an association may be formed that affords to each of its members
limited liability with respect to liabilities of the entity.
' (14) 'Foreign nonprofit corporation' means a corporation not
for profit organized under the laws of a state other than this
state.
' (15) 'Foreign professional corporation' means a professional
corporation organized under the laws of a state other than this
state. + }
' { - (10) - } { + (16) + } 'Governmental subdivision'
includes an authority, county, district and municipality.
' { - (11) - } { + (17) + } 'Includes' denotes a partial
definition.
' { - (12) - } { + (18) + } 'Individual' means a natural
person.
' { - (13) - } { + (19) + } 'Means' denotes an exhaustive
definition.
' { - (14) - } { + (20) + } 'Office,' when used to refer to
the administrative unit directed by the Secretary of State, means
the office of the Secretary of State.
' { - (15) - } { + (21) + } 'Person' includes individual and
entity.
' { - (16) - } { + (22) + } 'Principal office' means the
office, in or out of this state, where the principal executive
offices of a domestic or foreign corporation are located and
designated in the annual report or application for authority to
transact business in this state.
' { - (17) - } { + (23) + } 'Proceeding' includes civil,
criminal, administrative and investigatory action.
' { - (18)(a) - } { + (24)(a) + } 'Proxy' means a written
authorization signed or an electronic transmission authorized by
a shareholder or the shareholder's attorney in fact giving
another person or persons power to vote with respect to the
shares of the shareholder.
' (b) As used in this subsection, 'signed' means the placing of
the shareholder's name or other authorization on the proxy,
whether by manual signature, typewriting, telegraphic or
electronic transmission or otherwise, by the shareholder or the
shareholder's attorney in fact. A proxy may be transmitted by an
oral telephonic communication if it is submitted with information
from which it may be determined that the proxy was authorized by
the shareholder or the shareholder's attorney in fact.
' { - (19) - } { + (25) + } 'Record date' means the date
established under this chapter on which a corporation determines
the identity of its shareholders and their shareholdings for
purposes of this chapter. The determinations shall be made as of
the close of business on the record date unless another time for
doing so is specified when the record date is fixed.
' { - (20) - } { + (26) + } 'Share' means the units into
which the proprietary interest in a corporation are divided.
' { - (21) - } { + (27) + } 'Shareholder' means the person
in whose name shares are registered in the records of a
corporation or the beneficial owner of shares to the extent of
the rights granted by a nominee certificate on file with a
corporation.
' { - (22) - } { + (28) + } 'State,' when referring to a
part of the United States, includes a state, commonwealth,
territory and insular possession of the United States and its
agencies and governmental subdivisions.
' { - (23) - } { + (29) + } 'Subscriber' means a person who
subscribes for shares in a corporation, whether before or after
incorporation.
' { - (24) - } { + (30) + } 'United States' includes a
district, authority, bureau, commission, department and any other
agency of the United States.
' { - (25) - } { + (31) + } 'Voting group' means all shares
of one or more classes or series that under the articles of
incorporation or this chapter are entitled to vote and be counted
together collectively on a matter at a meeting of shareholders.
All shares entitled by the articles of incorporation or this
chapter to vote generally on the matter are for that purpose a
single voting group.
' { + SECTION 33. + } ORS 62.015 is amended to read:
' 62.015. As used in this chapter, unless the context requires
otherwise:
' (1) 'Anniversary' means that day each year exactly one or
more years after:
' (a) The date of filing by the Secretary of State of the
articles of incorporation in the case of a domestic cooperative.
' (b) The date of filing by the Secretary of State of an
application for authority to transact business in the case of a
foreign cooperative.
' (2) 'Articles' means articles of incorporation, articles of
conversion and articles of merger.
' (3) 'Board' means board of directors.
' (4) 'Cooperative' means a cooperative corporation which is
subject to the provisions of this chapter.
' (5) 'Corporation' means a corporation which is not a
cooperative.
' { + (6) 'Domestic limited liability company' means an
entity that is an unincorporated association having one or more
members and that is organized under ORS chapter 63.
' (7) 'Domestic nonprofit corporation' means a corporation not
for profit incorporated under ORS chapter 65.
' (8) 'Domestic professional corporation' means a corporation
organized under ORS chapter 58 for the purpose of rendering
professional services and for the purposes provided under ORS
chapter 58. + }
' { - (6) - } { + (9) + } 'Foreign cooperative' means a
cooperative corporation organized under laws other than the laws
of this state.
' { + (10) 'Foreign corporation' means a corporation for
profit incorporated under the laws of a state other than this
state.
' (11) 'Foreign limited liability company' means an entity that
is an unincorporated association organized under the laws of a
state other than this state or under the laws of a foreign
country and that is organized under a statute under which an
association may be formed that affords to each of its members
limited liability with respect to liabilities of the entity.
' (12) 'Foreign nonprofit corporation' means a corporation not
for profit organized under the laws of a state other than this
state.
' (13) 'Foreign professional corporation' means a professional
corporation organized under the laws of a state other than this
state. + }
' { - (7) - } { + (14) + } 'Member' means a person who has
been qualified and accepted for membership in a cooperative.
' { - (8) - } { + (15) + } 'Membership stock' means any
class of stock, continuous ownership of which is required for
membership in a cooperative.
' { - (9) - } { + (16) + } 'Person' includes individuals,
corporations, associations, firms, partnerships, joint stock
companies, trusts, estates and foreign and domestic cooperative
corporations.
' { - (10) - } { + (17) + } 'Shareholder' means a holder of
shares of capital stock of a cooperative other than membership
stock.
' { + SECTION 34. + } ORS 63.001 is amended to read:
' 63.001. As used in this chapter:
' (1) 'Anniversary' means that day each year exactly one or
more years after:
' (a) The date of filing by the Secretary of State of the
articles of organization in the case of a domestic limited
liability company.
' (b) The date of filing by the Secretary of State of an
application for authority to transact business in the case of a
foreign limited liability company.
' (2) 'Articles of organization' means the document described
in ORS 63.047 for the purpose of forming a limited liability
company, including articles of organization as they may be
amended or restated, articles of conversion and articles of
merger.
' (3) 'Bankruptcy' means:
' (a) Assignment by a member for the benefit of creditors;
' (b) Commencement of a voluntary bankruptcy case by a member;
' (c) Adjudication of a member as bankrupt or insolvent;
' (d) Filing by a member of a petition or answer seeking for
the member any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under
any statute, law or rule;
' (e) Filing by a member of an answer or other pleading
admitting or failing to contest the material allegations of a
petition filed against the member in any proceeding of this
nature;
' (f) Seeking, consenting to or acquiescing in the appointment
of a trustee, receiver or liquidator of the member or of all or
any substantial part of the member's properties;
' (g) Commencement of an involuntary bankruptcy case against a
member that has not been dismissed on or before the 120th day
after the commencement of the case;
' (h) Appointment, without the member's consent, of a trustee,
receiver or liquidator either of the member or of all or any
substantial part of the member's properties that is not vacated
or stayed on or before the 90th day after appointment; or
' (i) Appointment described in paragraph (h) of this subsection
that is not vacated on or before the 90th day after expiration of
the stay under paragraph (h) of this subsection.
' (4) 'Contribution' means anything of value which a person
contributes to the limited liability company as a prerequisite
for or in connection with membership including cash, property or
services rendered or a promissory note or other binding
obligation to contribute cash or property or to perform services.
' (5) 'Corporation' or 'domestic corporation' means a
corporation for profit incorporated under ORS chapter 60.
' (6) 'Distribution' means a direct or indirect transfer of
money or other property, except of a limited liability company's
own interests, or incurrence of indebtedness by a limited
liability company to or for the benefit of its members in respect
of any of its member's interests. A distribution may be in the
form of a declaration or payment of profits, a purchase,
retirement or other acquisition of interests, a distribution of
indebtedness, or otherwise.
' { + (7) 'Domestic nonprofit corporation' means a
corporation not for profit incorporated under ORS chapter 65.
' (8) 'Domestic professional corporation' means a corporation
organized under ORS chapter 58 for the purpose of rendering
professional services and for the purposes provided under ORS
chapter 58. + }
' { - (7) - } { + (9) + } 'Entity' includes a domestic or
foreign limited liability company, corporation, professional
corporation, foreign corporation, domestic or foreign nonprofit
corporation, domestic or foreign cooperative corporation, profit
or nonprofit unincorporated association, business trust, estate,
domestic or foreign general or limited partnership, trust, two or
more persons having a joint or common economic interest, any
state, the United States or any foreign government.
' { - (8) - } { + (10) + } 'Foreign corporation' means a
corporation for profit incorporated under a law other than the
law of this state.
' { - (9) - } { + (11) + } 'Foreign limited liability
company' means an entity that is an unincorporated association
that is organized under the laws of a state other than of this
state or under the laws of any foreign country and that is
organized under a statute pursuant to which an association may be
formed that affords to each of its members limited liability with
respect to the liabilities of the entity.
' { - (10) - } { + (12) + } 'Foreign limited partnership'
means a limited partnership formed under the laws of any
jurisdiction other than this state and having as partners one or
more general partners and one or more limited partners.
' { + (13) 'Foreign nonprofit corporation' means a
corporation not for profit organized under the laws of a state
other than this state.
' (14) 'Foreign professional corporation' means a professional
corporation organized under the laws of a state other than this
state. + }
' { - (11) - } { + (15) + } 'Incompetency' means the entry
of a judgment by a court of competent jurisdiction adjudicating
the member incompetent to manage the member's person or estate.
' { - (12) - } { + (16) + } 'Individual' means a natural
person.
' { - (13) - } { + (17) + } 'Limited liability company' or
'domestic limited liability company' means an entity that is an
unincorporated association having one or more members that is
organized under this chapter.
' { - (14) - } { + (18) + } 'Limited partnership' or
'domestic limited partnership' means a partnership formed by two
or more persons under ORS chapter 70 and having one or more
general partners and one or more limited partners.
' { - (15) - } { + (19) + } 'Manager' or 'managers' means a
person or persons, who need not be members, designated by the
members of a manager-managed limited liability company to manage
the limited liability company's business and affairs.
' { - (16) - } { + (20) + } 'Manager-managed limited
liability company ' means a limited liability company that is
designated as a manager-managed limited liability company in its
articles of organization or whose articles of organization
otherwise expressly provide that the limited liability company
will be managed by a manager or managers.
' { - (17) - } { + (21) + } 'Member' or 'members' means a
person or persons with both an ownership interest in a limited
liability company and all the rights and obligations of a member
specified under this chapter. 'Member' does not include an
assignee of an ownership interest who has not also acquired the
voting and other rights appurtenant to membership.
' { - (18) - } { + (22) + } 'Member-managed limited
liability company ' means a limited liability company other than
a manager-managed limited liability company.
' { - (19) - } { + (23) + } 'Membership interest' or
'interest' means a member's collective rights in a limited
liability company, including the member's share of profits and
losses of the limited liability company, the right to receive
distributions of the limited liability company's assets and any
right to vote or participate in management.
' { - (20) - } { + (24) + } 'Office,' when used to refer to
the administrative unit directed by the Secretary of State, means
the office of the Secretary of State.
' { - (21) - } { + (25) + } 'Operating agreement' means any
valid agreement, written or oral, of the member or members as to
the affairs of a limited liability company and the conduct of its
business.
' { - (22) - } { + (26) + } 'Organizer' means one of the
signers of the initial articles of organization.
' { - (23) - } { + (27) + } 'Party' includes an individual
who was, is or is threatened to be made a named defendant or
respondent in a proceeding.
' { - (24) - } { + (28) + } 'Person' means an individual or
entity.
' { - (25) - } { + (29) + } 'Proceeding' means any
threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigatory and
whether formal or informal.
' { - (26) - } { + (30) + } 'State,' when referring to a
part of the United States, includes a state, commonwealth,
territory or insular possession of the United States and its
agencies and governmental subdivisions.
' { - (27) - } { + (31) + } 'United States' includes a
district, authority, bureau, commission, department or any other
agency of the United States.
' { + SECTION 35. + } ORS 65.001 is amended to read:
' 65.001. As used in this chapter, unless otherwise
specifically provided:
' (1) 'Anniversary' means that day each year exactly one or
more years after the date of filing by the Office of the
Secretary of State of the articles of incorporation in the case
of a domestic corporation or the date of filing by the Office of
the Secretary of State of an application for authority to
transact business in the case of a foreign corporation. An event
which would otherwise cause an anniversary to fall on February 29
shall be deemed to have occurred on February 28.
' (2) 'Approved by the members' or 'approval by the members '
means approved or ratified by the members entitled to vote on the
issue through either:
' (a) The affirmative vote of a majority of the votes of such
members represented and voting at a duly held meeting at which a
quorum is present or the affirmative vote of such greater
proportion including the votes of any required proportion of the
members of any class as the articles, bylaws or this chapter may
provide for specified types of member action; or
' (b) A written ballot or written consent in conformity with
this chapter.
' (3) 'Articles of incorporation' or 'articles' include amended
and restated articles of incorporation and articles of merger,
and corrections thereto.
' (4) 'Board' or 'board of directors' means the individual or
individuals vested with overall management of the affairs of the
domestic or foreign corporation, irrespective of the name by
which the individual or individuals are designated, except that
no individual or group of individuals are the board of directors
because of powers delegated to that individual or group pursuant
to ORS 65.301.
' (5) 'Bylaws' means the code or codes of rules, other than the
articles adopted pursuant to this chapter or the laws governing a
foreign corporation for the regulation or management of the
affairs of the domestic or foreign corporation, irrespective of
the name or names by which such rules are designated.
' (6) 'Class' means a group of memberships which have the same
rights with respect to voting, dissolution, redemption and
transfer. For the purpose of this section, rights shall be
considered the same if they are determined by a formula applied
uniformly.
' (7) 'Contact address' means a mailing address at which a
person affiliated with the organization will receive and transmit
to the organization notices intended for the foreign or domestic
corporation when it is either not practical to send such notices
to the registered agent, or a duplicate notice is desirable. The
contact address may be the principal place of business, if any,
or the business or residence address of any person associated
with the corporation or foreign corporation who has consented to
serve, but shall not be the address of the registered agent.
' (8) 'Corporation' or 'domestic corporation' means a nonprofit
corporation { - which - } { + that + } is not a foreign
corporation,
{ - which - } { + and that + } is incorporated under or
subject to the provisions of this chapter.
' (9) 'Delegates' means those persons elected or appointed to
vote in a representative assembly for the election of a director
or directors or on other matters.
' (10) 'Deliver' includes mail.
' (11) 'Directors' means individuals designated in the articles
or bylaws or elected by the incorporators to act as members of
the board, and their successors.
' (12) 'Distribution' means the payment of a dividend or any
part of the income or profit of a corporation to its members,
directors or officers, and does not include payment of value for
property received or services performed or payment of benefits in
furtherance of the corporation's purposes.
' { + (13) 'Domestic business corporation' means a for profit
corporation incorporated under ORS chapter 60.
' (14) 'Domestic limited liability company' means an entity
that is an unincorporated association having one or more members
and that is organized under ORS chapter 63.
' (15) 'Domestic professional corporation' means a corporation
organized under ORS chapter 58 for the purpose of rendering
professional services and for the purposes provided under ORS
chapter 58. + }
' { - (13) - } { + (16) + } 'Effective date of notice' has
the meaning given that term in ORS 65.034.
' { - (14) - } { + (17) + } 'Employee' does not include an
officer or director who is not employed by the corporation with
compensation for services beyond those encompassed by board
membership.
' { - (15) - } { + (18) + } 'Entity' includes a corporation,
foreign corporation, business corporation and foreign business
corporation, profit and nonprofit unincorporated association,
corporation sole, business trust, estate, partnership, trust, two
or more persons having a joint or common economic interest, any
state, the United States and any foreign government.
' { - (16) - } { + (19) + } 'File,' 'filed' or 'filing'
means reviewed, accepted and entered in the Office of the
Secretary of State.
' { + (20) 'Foreign business corporation' means a for profit
corporation incorporated under the laws of a state other than
this state. + }
' { - (17) - } { + (21) + } 'Foreign corporation' means a
corporation organized under a law other than the law of this
state which would be a nonprofit corporation if formed under the
laws of this state.
' { + (22) 'Foreign limited liability company' means an
entity that is an unincorporated association organized under the
laws of a state other than this state or under the laws of a
foreign country and that is organized under a statute under which
an association may be formed that affords to each of its members
limited liability with respect to liabilities of the entity.
' (23) 'Foreign professional corporation' means a professional
corporation organized under the laws of a state other than this
state. + }
' { - (18) - } { + (24) + } 'Governmental subdivision'
includes an authority, county, district and municipality.
' { - (19) - } { + (25) + } 'Includes' denotes a partial
definition.
' { - (20) - } { + (26) + } 'Individual' means a natural
person and includes the guardian of an incompetent individual.
' { - (21) - } { + (27) + } 'Means' denotes an exhaustive
definition.
' { - (22)(a) - } { + (28)(a) + } 'Member' means any person
or persons entitled, pursuant to a domestic or foreign
corporation's articles or bylaws, without regard to what a person
is called in the articles or bylaws, to vote on more than one
occasion for the election of a director or directors.
' (b) A person is not a member by virtue of any of the
following rights the person has:
' (A) As a delegate;
' (B) To designate or appoint a director or directors;
' (C) As a director; or
' (D) As a holder of an evidence of indebtedness issued or to
be issued by the corporation.
' (c) Notwithstanding the provisions of paragraph (a) of this
subsection, a person is not a member if the person's membership
rights have been eliminated as provided in ORS 65.164 or 65.167.
' { - (23) - } { + (29) + } 'Membership' refers to the
rights and obligations a member or members, as defined in this
chapter, have pursuant to this chapter.
' { - (24) - } { + (30) + } 'Mutual benefit corporation'
means a domestic corporation which either is formed as a mutual
benefit corporation pursuant to ORS 65.044 to 65.067, is
designated a mutual benefit corporation by a statute or does not
come within the definition of public benefit or religious
corporation.
' { - (25) - } { + (31) + } 'Nonprofit corporation' means
mutual benefit corporations, public benefit corporations and
religious corporations.
' { - (26) - } { + (32) + } 'Notice' has the meaning given
that term in ORS 65.034.
' { - (27) - } { + (33) + } 'Office' when used to refer to
the administrative unit directed by the Secretary of State, means
the Office of the Secretary of State.
' { - (28) - } { + (34) + } 'Person' includes any individual
or entity.
' { - (29) - } { + (35) + } 'Principal office' means the
place, in or out of this state, so designated in the most recent
annual report filed pursuant to ORS 65.787 or if no annual report
is on file, as designated in the articles of incorporation, or
the application for authority to transact business in this state,
which shall be the place where the principal executive offices of
a domestic or foreign corporation are located, or if none, the
contact address.
' { - (30) - } { + (36) + } 'Proceeding' includes civil,
criminal, administrative and investigatory action.
' { - (31) - } { + (37) + } 'Public benefit corporation'
means a domestic corporation which:
' (a) Is formed as a public benefit corporation pursuant to ORS
65.044 to 65.067, is designated as a public benefit corporation
by a statute, is recognized as tax exempt under section 501 (c)
(3) of the Internal Revenue Code of 1986 or is otherwise
organized for a public or charitable purpose;
' (b) Is restricted so that on dissolution it must distribute
its assets to an organization organized for a public or
charitable purpose, a religious corporation, the United States, a
state or a person which is recognized as exempt under section 501
(c) (3) of the Internal Revenue Code of 1986; and
' (c) Does not come within the definition of 'religious
corporation. '
' { - (32) - } { + (38) + } 'Record date' means the date
established under ORS 65.131 to 65.177 or 65.201 to 65.254 on
which a corporation determines the identity of its members and
their membership rights for the purposes of this chapter. The
determinations shall be made as of the time of close of
transactions on the record date unless another time for doing so
is specified at the time the record date is fixed.
' { - (33) - } { + (39) + } 'Religious corporation' means a
domestic corporation which is formed as a religious corporation
pursuant to ORS 65.044 to 65.067, is designated a religious
corporation by a statute or is organized primarily or exclusively
for religious purposes.
' { - (34) - } { + (40) + } 'Secretary,' when used in the
context of a corporate official, means the corporate officer to
whom the board of directors has delegated responsibility under
ORS 65.371 for preparing the minutes of the directors' and
members' meetings and for authenticating the records of the
corporation.
' { - (35) - } { + (41) + } 'State' when referring to a part
of the United States, includes a state, commonwealth, territory
and insular possession of the United States and its agencies and
governmental subdivisions.
' { - (36) - } { + (42) + } 'Uncompensated officer' means an
individual who serves in an office without compensation for
personal service. Payment solely for actual expenses in
performing duties of the officer or a stipend which is paid only
to compensate the average expenses incurred over the course of a
year shall not be deemed to be compensation.
' { - (37) - } { + (43) + } 'United States' includes
district, authority, bureau, commission, department and any other
agency of the United States.
' { - (38) - } { + (44) + } 'Vote' includes authorization by
written ballot and written consent, where permitted.
' { - (39) - } { + (45) + } 'Voting power' means the total
number of votes entitled to be cast on the issue at the time the
determination of voting power is made, excluding a vote which is
contingent upon the happening of a condition or event which has
not occurred at the time. Where a class is entitled to vote as a
class for directors, the determination of voting power of the
class shall be based on the percentage of the number of directors
the class is entitled to elect out of the total number of
authorized directors.
' { + SECTION 36. + } ORS 70.005 is amended to read:
' 70.005. As used in this chapter:
' (1) 'Certificate of limited partnership' means the
certificate referred to in ORS 70.075, and the certificate as
amended, articles of conversion and articles of merger.
' (2) 'Contribution' means any cash, property, services
rendered, or a promissory note or other binding obligation to
contribute cash or property or to perform services, that a
partner contributes to a limited partnership in the capacity as a
partner.
' { + (3) 'Corporation' or 'domestic corporation' means a
corporation for profit incorporated under ORS chapter 60.
' (4) 'Domestic limited liability company' means an entity that
is an unincorporated association having one or more members and
that is organized under ORS chapter 63.
' (5) 'Domestic nonprofit corporation' means a corporation not
for profit incorporated under ORS chapter 65.
' (6) 'Domestic professional corporation' means a corporation
organized under ORS chapter 58 for the purpose of rendering
professional services and for the purposes provided under ORS
chapter 58. + }
' { - (3) - } { + (7) + } 'Event of withdrawal of a general
partner' means an event that causes a person to cease to be a
general partner as provided in ORS 70.180.
' { + (8) 'Foreign corporation' means a corporation for
profit incorporated under the laws of a state other than this
state.
' (9) 'Foreign limited liability company' means an entity that
is an unincorporated association organized under the laws of a
state other than this state or under the laws of a foreign
country and that is organized under a statute under which an
association may be formed that provides to each of its members
limited liability with respect to liabilities of the entity. + }
' { - (4) - } { + (10) + } 'Foreign limited partnership'
means a partnership formed under the laws of any jurisdiction
other than this state and having as partners one or more general
partners and one or more limited partners.
' { + (11) 'Foreign nonprofit corporation' means a
corporation not for profit organized under the laws of a state
other than this state.
' (12) 'Foreign professional corporation' means a professional
corporation organized under the laws of a state other than this
state. + }
' { - (5) - } { + (13) + } 'General partner' means a person
who has been admitted to a limited partnership as a general
partner in accordance with the partnership agreement and named in
the certificate of limited partnership as a general partner.
' { - (6) - } { + (14) + } 'Limited partner' means a person
who has been admitted to a limited partnership as a limited
partner in accordance with the partnership agreement.
' { - (7) - } { + (15) + } 'Limited partnership' and
'domestic limited partnership' mean a partnership formed by two
or more persons under the laws of this state and having one or
more general partners and one or more limited partners.
' { - (8) - } { + (16) + } 'Partner' means a limited or
general partner.
' { - (9) - } { + (17) + } 'Partnership agreement' means any
valid agreement, written or oral, of the partners as to the
affairs of a limited partnership and the conduct of its business.
' { - (10) - } { + (18) + } 'Partnership interest' means a
partner's share of the profits and losses of a limited
partnership and the right to receive distributions of partnership
assets.
' { - (11) - } { + (19) + } 'Person' means an individual,
partnership, limited partnership (domestic or foreign), trust,
estate, association or corporation.
' { + SECTION 37. + } ORS 70.610 is amended to read:
' 70.610. (1) Each domestic limited partnership and each
foreign limited partnership registered to transact business in
this state shall submit for filing an annual report to the Office
of Secretary of State that includes:
' (a) The name of the domestic or foreign limited partnership
and the state or country under the laws of which it is formed;
' (b) The street address of its registered office in this state
and the name of its registered agent at that office;
' (c) The name and respective address of each general partner
of the domestic or foreign limited partnership;
' (d) The category of the classification code as established by
rule of the Secretary of State most closely designating the
primary business activity of the domestic or foreign limited
partnership;
' (e) The location of the office in which the records described
in ORS 70.050 are kept;
' (f) A mailing address to which the Secretary of State may
mail notices as required by this chapter;
' (g) The federal employer identification number of the
domestic or foreign limited partnership; and
' (h) Additional identifying information that the Secretary of
State may require by rule.
' (2) The annual report shall be on forms prescribed and
furnished by the Secretary of State. The information contained in
the annual report shall be current as of 30 days before the
anniversary of the domestic or foreign limited partnership.
' (3) The annual report shall be signed by at least one general
partner, or if the domestic or foreign limited partnership is in
the hands of a receiver or trustee, it shall be signed on behalf
of the partnership by such receiver or trustee.
' (4) The Secretary of State shall mail the annual report form
to the address shown for the limited partnership in the current
records of the Office of Secretary of State. The failure of the
limited partnership to receive the annual report form from the
Secretary of State shall not relieve the limited partnership of
its duty to deliver an annual report to the Office of the
Secretary of State as required by this section.
' (5) If the Secretary of State finds that the report conforms
to the requirements of this chapter and all fees have been paid,
the Secretary of State shall file the report.
' { - (6) If the Secretary of State finds that the report does
not conform to the requirements of this chapter or that the
correct fees have not been paid, the Secretary of State shall
notify the partnership of its error. The partnership must correct
the error within 45 days after the Secretary of State gives the
notice. - }
' { - (7) If the domestic or foreign limited partnership fails
to return the annual report and pay the fees by its anniversary
date or fails to return the corrected annual report or pay the
correct fees within the 45-day period, the Secretary of State
shall: - }
' { - (a) Give the partnership notice by first class mail that
a sufficient report has not been filed and that the partnership
is inactive unless a sufficient report is filed within 45 days
after the mailing of the final notice; and - }
' { - (b) Note on the records of the Office of Secretary of
State that the partnership is inactive. - }
' { - (8) - } { + (6) + } A limited partnership may deliver
to the Office of Secretary of State for filing an amendment to
the annual report if a change in the information set forth in the
annual report occurs after the report is delivered to the Office
of Secretary of State for filing and before the next anniversary.
This subsection applies only to a change that is not required to
be made by an amendment to the certificate of limited
partnership. The amendment to the annual report shall set forth:
' (a) The name of the limited partnership as shown on the
records of the Office of Secretary of State; and
' (b) The information as changed.
' { + SECTION 38. + } ORS 70.435 is amended to read:
' 70.435. (1) If the Secretary of State determines that one or
more grounds exist under ORS 70.430 for inactivating a
certificate of limited partnership or the registration of a
foreign limited partnership, { - and - } { + the Secretary of
State shall give the limited partnership notice of that
determination.
' (2) If + } the limited partnership { + , within 45 days after
the notice is given, + } does not correct each ground for
inactivation or demonstrate to the satisfaction of the Secretary
of State that each ground determined by the Secretary of State
does not exist, the Secretary of State shall inactivate the
certificate of limited partnership or the registration of a
foreign limited partnership.
' { - (2) - } { + (3) + } The administrative inactivation of
a certificate of domestic limited partnership does not terminate
the authority of its registered agent.
' { - (3) - } { + (4) + } The administrative inactivation of
the registration of a foreign limited partnership terminates the
authority of the registered agent of the foreign limited
partnership.
' { + SECTION 39. + } ORS 56.080 is amended to read:
' 56.080. (1) Except as provided in subsections (2) { + , + }
{ - and - } (3) { + and (4) + } of this section, the Secretary
of State, within one year after a filing, at any time after a
hearing held not less than 20 days after written notice to the
company or individual who submitted the document to the office,
may withdraw any certificate issued or document filed by the
Secretary of State, except filings pursuant to ORS chapter 647,
on any ground existing at the time of the filing for which the
Secretary of State could have originally refused to issue the
certificate or file the document. The written notice of such
hearing shall state the reason for the proposed withdrawal.
' (2) The Secretary of State, within one year after a filing,
may withdraw from filing any document filed by the Secretary of
State when the person who submitted the document advises the
office that the document was submitted prematurely or by
inadvertence or mistake. The person requesting the withdrawal
shall accompany the request with a written statement reflecting
the basis of the person's authority to initiate the withdrawal.
' (3) The Secretary of State may withdraw without notice or
hearing a certificate that the Secretary of State has issued or a
document the Secretary of State has filed when the fee was paid
with a check that was returned to the office for lack of
sufficient funds. Such withdrawal shall be retroactive to the
date of filing.
' { + (4) The Secretary of State shall withdraw a certificate
the Secretary of State has issued or a document the Secretary of
State has filed if the Secretary of State receives a final
written order from the Director of the Department of Consumer and
Business Services that establishes that the person named in the
certificate or document has violated ORS 707.005, 707.010 or
722.012 or section 44 of this 2001 Act. + }
' { - (4) - } { + (5) + } Any decision under this section
may be reviewed in accordance with the provisions of ORS 183.310
to 183.550.
' { - (5) - } { + (6) + } A withdrawal from filing of a
document under this section is retroactive to the date of the
filing but shall not relieve a person of any liability the person
may have incurred while the document was filed with the office.
The Secretary of State is not required to refund any fees paid in
conjunction with the document withdrawn.
' { - (6) - } { + (7) + } At any time prior to a delayed
effective date specified in a document, upon written request of
the person or persons who originally filed the document with the
Secretary of State, the document shall be withdrawn. Upon such
withdrawal of a document, the document shall have no further
effect and shall be treated as if it had not been filed. The
person requesting the withdrawal shall accompany the request with
a written statement reflecting the basis of the person's
authority to initiate the withdrawal.
' { + SECTION 40. + } ORS 56.080, as amended by section 6,
chapter 652, Oregon Laws 1999, is amended to read:
' 56.080. (1) Except as provided in subsections (2) { + , + }
{ - and - } (3) { + and (4) + } of this section, the Secretary
of State, within one year after a filing and not less than 20
days after written notice to the company or individual who
submitted the document to the office, may withdraw any
certificate issued or document filed by the Secretary of State,
except filings pursuant to ORS chapter 647, on any ground
existing at the time of the filing for which the Secretary of
State could have originally refused to issue the certificate or
file the document. The written notice shall state the reason for
the proposed withdrawal.
' (2) The Secretary of State, within one year after a filing,
may withdraw from filing any document filed by the Secretary of
State when the person who submitted the document advises the
office that the document was submitted prematurely or by
inadvertence or mistake. The person requesting the withdrawal
shall accompany the request with a written statement reflecting
the basis of the person's authority to initiate the withdrawal.
' (3) The Secretary of State may withdraw without notice or
hearing a certificate that the Secretary of State has issued or a
document the Secretary of State has filed when the fee was paid
with a check that was returned to the office for lack of
sufficient funds. Such withdrawal shall be retroactive to the
date of filing.
' { + (4) The Secretary of State shall withdraw a certificate
the Secretary of State has issued or a document the Secretary of
State has filed if the Secretary of State receives a final
written order from the Director of the Department of Consumer and
Business Services that establishes that the person named in the
certificate or document has violated ORS 707.005, 707.010 or
722.012 or section 44 of this 2001 Act. + }
' { - (4) - } { + (5) + } Any decision under this section
may be reviewed in accordance with the provisions of ORS 183.310
to 183.550.
' { - (5) - } { + (6) + } A withdrawal from filing of a
document under this section is retroactive to the date of the
filing but shall not relieve a person of any liability the person
may have incurred while the document was filed with the office.
The Secretary of State is not required to refund any fees paid in
conjunction with the document withdrawn.
' { - (6) - } { + (7) + } At any time prior to a delayed
effective date specified in a document, upon written request of
the person or persons who originally filed the document with the
Secretary of State, the document shall be withdrawn. Upon such
withdrawal of a document, the document shall have no further
effect and shall be treated as if it had not been filed. The
person requesting the withdrawal shall accompany the request with
a written statement reflecting the basis of the person's
authority to initiate the withdrawal.
' { + SECTION 41. + } { + Section 42 of this 2001 Act is
added to and made a part of ORS chapter 56. + }
' { + SECTION 42. + } { + (1) If a person seeks to make a
business registry filing of a name with the Secretary of State
under ORS chapter 58, 60, 62, 63, 65, 67, 68, 70, 554 or 648 or
ORS 128.560 to 128.600 that contains the word or words 'banc,'
'bancorp, ' ' bank,' 'banker,' 'banking,' 'savings,' 'safe
deposit,' 'trust, ' ' trustee,' 'building and loan' or their
equivalents in a language other than English, or a similar word
or words in English or an equivalent in a language other than
English, implying a business primarily engaged in the lending of
money, underwriting or sale of financial products, acting as a
depository institution, acting as a financial planner, financial
adviser or acting as a loan broker, the Secretary of State may
not accept the name for filing without first receiving specific
written approval from the Director of the Department of Consumer
and Business Services under the provisions of section 45 of this
2001 Act.
' (2) The provisions of subsection (1) of this section do not
apply if the Secretary of State is satisfied that the name at
issue is in a context clearly not purporting to refer to a
banking or other financial activity or not likely to mislead the
public about the nature of the business or lead to a pattern and
practice of abuse that might cause harm to the interests of the
public or the State of Oregon as determined by the Secretary of
State. + }
' { + SECTION 43. + } { + Sections 44, 45, 46 and 47 of this
2001 Act are added to and made a part of ORS chapter 705. + }
' { + SECTION 44. + } { + (1) For purposes of this section,
'company ' means a corporation, nonprofit corporation,
cooperative, limited liability company, partnership, limited
liability partnership, limited partnership, business trust,
association or other business entity.
' (2) A company organized under the laws of this state for the
purposes of conducting a banking business as defined in ORS
706.005 (6) either within or outside this state shall be
organized under ORS chapter 707.
' (3) A company organized under the laws of this state to
transact savings and loan business as defined in ORS 722.004 (25)
either within or outside this state shall be organized under ORS
chapter 722. + }
' { + SECTION 45. + } { + (1) A person may submit a written
request for a certificate from the Director of the Department of
Consumer and Business Services for purposes of complying with the
provisions of section 42 of this 2001 Act. The request shall
provide such information as the director may require by rule or
order.
' (2) Upon receiving a request for a certificate under
subsection (1) of this section, the director shall within 10
business days determine whether the requested name and intended
activity are in compliance with the provisions of the Bank Act
and ORS chapters 59, 645, 705, 717, 722, 725 and 726.
' (3)(a) If the director determines that use of the requested
name or intended activity is in compliance with the Bank Act and
ORS chapters 59, 645, 705, 717, 722, 725 and 726, the director
shall issue a written certificate.
' (b) If the director determines that use of the requested name
or intended activity is not in compliance with the Bank Act and
ORS chapters 59, 645, 705, 717, 722, 725 and 726, the director
shall promptly notify the requester in writing, who may:
' (A) Amend the name or activity and submit a written request
to the director for reconsideration; or
' (B) Request that the director conduct an administrative
hearing. The hearing shall be conducted as a contested case
hearing pursuant to ORS 183.310 to 183.550. + }
' { + SECTION 46. + } { + (1) Whenever the Director of the
Department of Consumer and Business Services has reason to
believe that a person is violating any provision of ORS 707.005,
707.010 or 722.012 or section 44 of this 2001 Act, the director:
' (a) Shall have access to the premises where that person is
suspected of transacting banking business in violation of ORS
707.005, 707.010 or 722.012 or section 44 of this 2001 Act or
where that person may have books, accounts and records; and
' (b) Shall have the power to examine, copy or take possession
of the books, accounts and records of that person in order to
ascertain whether or not that person has violated or is violating
any provision of ORS 707.005, 707.010 or 722.012 or section 44 of
this 2001 Act.
' (2) If a person refuses to grant access to the premises or
refuses to comply with the provisions of subsection (1) of this
section, the director may apply for an order from a court having
jurisdiction over the matter requiring compliance with the
provisions of subsection (1) of this section.
' (3) When the director believes, from evidence satisfactory to
the director, that any person is violating the provisions of ORS
707.005, 707.010 or 722.012 or section 44 of this 2001 Act, the
director may:
' (a) Issue an order finding the person in violation, directing
the person to cease and desist from the violation and assessing a
penalty equal to the costs of investigation plus $1,000, but not
exceeding $5,000; and
' (b) Publish notice of any order issued by the director
pursuant to paragraph (a) of this subsection.
' (4) An order under this section remains in effect until it is
withdrawn by the director or by a court of competent
jurisdiction. + }
' { + SECTION 47. + } { + (1) Whenever it appears to the
Director of the Department of Consumer and Business Services that
a person has engaged, is engaging or is about to engage in an act
or practice constituting a violation of any of the provisions of
ORS 707.005, 707.010 or 722.012 or section 44 of this 2001 Act or
any rule or order of the director, the director may bring suit in
the name of or on behalf of the State of Oregon in the circuit
court of any county of this state to enjoin the acts or practices
and to enforce compliance with the provisions of ORS 707.005,
707.010 or 722.012 or section 44 of this 2001 Act or such rule or
order. Upon a proper showing, the court shall grant a permanent
or temporary injunction, restraining order or writ of mandamus.
The court may fine the person against whom the order is entered
not more than $20,000 for each violation, which shall be entered
as a judgment and paid to the General Fund of the State Treasury.
Each violation is a separate offense. In the case of a continuing
violation, each day's continuance is a separate violation, but
the maximum penalty for any continuing violation shall not exceed
$100,000. If the court finds that the defendant has violated any
provision of ORS 707.005, 707.010 or 722.012 or section 44 of
this 2001 Act or any rule or order, the court may appoint a
receiver, who may be the director, for the defendant or the
defendant's assets. The court may not require the director to
post a bond. The court may award reasonable attorney fees to the
director if the director prevails in an action under this
section. The court may award reasonable attorney fees to a
defendant who prevails in an action under this section if the
court determines that the director had no objectively reasonable
basis for asserting the claim or no reasonable basis for
appealing an adverse decision of the trial court.
' (2) The director may include either of the following in any
action authorized by subsection (1) of this section:
' (a) A claim for restitution or damages on behalf of the
persons injured by the act or practice constituting the subject
matter of the action. The court shall have jurisdiction to award
appropriate relief to such persons, if the court finds that
enforcement of the rights of such persons by private civil
action, whether by class action or otherwise, would be so
burdensome or expensive as to be impractical.
' (b) A claim for disgorgement of illegal gains or profits
derived. Any recovery under this paragraph shall be turned over
to the General Fund of the State Treasury unless the court
requires other disposition. + }
' { + SECTION 48. + } { + (1) On and after October 23, 1999,
the following apply to all limited liability companies:
' (a) The amendments to ORS 63.001, 63.034, 63.047, 63.130,
63.140, 63.160, 63.165, 63.229, 63.235, 63.437, 63.441, 63.629,
63.707, 63.771, 63.784 and 63.787 by sections 1 to 5, 9 to 18 and
22, chapter 86, Oregon Laws 1999; and
' (b) The repeal of ORS 63.135, 63.145 and 63.150 by section
23, chapter 86, Oregon Laws 1999.
' (2) Before January 1, 2005, ORS 63.155, as amended by section
8, chapter 86, Oregon Laws 1999, and section 23 of this 2001 Act,
governs only:
' (a) Limited liability companies created on or after October
23, 1999; and
' (b) Limited liability companies created before October 23,
1999, that elect, in the manner provided in the limited liability
company's operating agreement or by law for amending the
operating agreement, to be governed by ORS 63.155, as amended by
section 8, chapter 86, Oregon Laws 1999, and section 23 of this
2001 Act.
' (3) On and after January 1, 2005, ORS 63.155, as amended by
section 8, chapter 86, Oregon Laws 1999, and section 23 of this
2001 Act, governs all limited liability companies.
' (4) The amendments to ORS 63.155 by section 23 of this 2001
Act are intended to clarify the meaning and application of ORS
63.155, as amended by section 8, chapter 86, Oregon Laws 1999,
and shall be effective as if enacted as part of section 8,
chapter 86, Oregon Laws 1999. + }
' { + SECTION 49. + } { + Section 50 of this 2001 Act is
added to and made a part of ORS chapter 63. + }
' { + SECTION 50. + } { + (1) All or part of this
chapter may be amended or repealed at any time and all domestic
and foreign limited liability companies subject to this chapter
shall be governed by the amendment or repeal.
' (2) The amendment or repeal of a statute in this chapter does
not affect:
' (a) The operation of the statute or any action taken under
the statute before its amendment or repeal.
' (b) Any ratification, right, remedy, privilege, obligation or
liability acquired, accrued or incurred under the statute before
its amendment or repeal.
' (c) Any violation of the statute, or any penalty, forfeiture
or punishment incurred because of the violation, before its
amendment or repeal.
' (d) Any proceeding, reorganization or dissolution commenced
under the statute before its amendment or repeal. The proceeding,
reorganization or dissolution may be completed in accordance with
the statute as if it had not been amended or repealed. + }
' { + SECTION 51. + } ORS 63.047 is amended to read:
' 63.047. (1) The articles of organization shall set forth:
' (a) The name of the limited liability company which satisfies
the requirements of ORS 63.094;
' (b) The address, including street and number, and mailing
address, if different, of the limited liability company's initial
registered office and the name of its initial registered agent at
that office;
' (c) A mailing address to which notices, as required by this
chapter, may be mailed until an address has been designated by
the limited liability company in its annual report;
' (d) { - Whether the limited liability company is to be
member-managed or manager-managed, or shall specify whether the
limited liability company is to be managed by a manager or
managers - } { + If the limited liability company is to be
manager-managed, a statement that the limited liability company
will be manager-managed or a statement that the limited liability
company is to be managed by a manager or managers + };
' (e) The name and address of each organizer;
' (f) The latest date on which the limited liability company is
to dissolve or a statement that its existence is perpetual; and
' (g) If a limited liability company is to render professional
service or services, as defined in ORS 58.015, the professional
service or services to be rendered through the limited liability
company.
' (2) The articles of organization may set forth any other
provisions, not inconsistent with law, for the regulation of the
internal affairs of the limited liability company, including any
provision that is required or permitted to be included in any
operating agreement of the limited liability company under this
chapter.
' (3) The articles of organization need not set forth any of
the powers enumerated in this chapter.
' { + SECTION 52. + } { + The amendments to ORS 63.047 by
section 51 of this 2001 Act apply to articles of organization or
amendments to articles of organization filed on or after the
effective date of this 2001 Act. + }
' { + SECTION 53. + } ORS 65.637 is amended to read:
' 65.637. (1) A dissolved corporation continues its corporate
existence but may not carry on any activities except those
appropriate to wind up and liquidate its affairs, including:
' (a) Preserving and protecting its assets and minimizing its
liabilities;
' (b) Discharging or making provision for discharging its
liabilities and obligations;
' (c) Disposing of its properties that will not be distributed
in kind;
' (d) Returning, transferring or conveying assets held by the
corporation upon a condition requiring return, transfer or
conveyance, which condition occurs by reason of the dissolution,
in accordance with such condition;
' (e) Transferring, subject to any contractual or legal
requirements, its assets as provided in or authorized by its
articles of incorporation or bylaws;
' (f) If the corporation is a public benefit or religious
corporation, and no provision has been made in its articles or
bylaws for distribution of assets on dissolution, transferring,
subject to any contractual or legal requirement, its assets to
one or more persons described in ORS 65.001 { - (31)(b) - }
{ + (37)(b) + };
' (g) If the corporation is a mutual benefit corporation and no
provision has been made in its articles or bylaws for
distribution of assets on dissolution, transferring, subject to
any contractual or legal requirements, its assets to its members
or, if it has no members, to those persons whom the corporation
holds itself out as benefiting or serving; and
' (h) Doing every other act necessary to liquidate its assets
and wind up its affairs.
' (2) Dissolution of a corporation does not:
' (a) Transfer title to the corporation's property;
' (b) Subject its directors or officers to standards of conduct
different from those prescribed in ORS 65.301 to 65.414;
' (c) Change quorum or voting requirements for its board or
members, change provisions for selection, resignation or removal
of its directors or officers, or both, or change provisions for
amending its bylaws;
' (d) Prevent commencement of a proceeding by or against the
corporation in its corporate name;
' (e) Abate or suspend a proceeding pending by or against the
corporation on the effective date of dissolution; or
' (f) Terminate the authority of the registered agent of the
corporation.
' { + SECTION 54. + } ORS 271.330 is amended to read:
' 271.330. (1) Any political subdivision is granted express
power to relinquish the title to any of its property not needed
for public use to any governmental body, providing such property
shall be used for not less than 20 years for a public purpose by
the governmental body in the State of Oregon. These transfers for
public purposes may include transfers without consideration of
property held by counties as a result of tax foreclosures.
' (2)(a) Any political subdivision is granted express power to
relinquish the title to any of its property to a qualifying
nonprofit corporation or a municipal corporation for the purpose
of providing any of the following:
' (A) Low income housing;
' (B) Social services; or
' (C) Child care services.
' (b) As used in this subsection:
' (A) 'Qualifying nonprofit corporation' means a corporation
that is a public benefit corporation under ORS 65.001
{ - (31) - } { + (37) + } and that has obtained a ruling from
the federal Internal Revenue Service providing that the
corporation is exempt from federal income taxes under section
501(c)(3) of the Internal Revenue Code.
' (B) 'Social services' and 'child care services' include but
are not limited to education, training, counseling, health and
mental health services and the provision of facilities and
administrative services to support social services and child care
services.
' (3) Any political subdivision is granted express power to
convey real property to a nonprofit or municipal corporation to
be used by the nonprofit or municipal corporation for the
creation of open space, parks or natural areas for perpetual
public use. The instrument conveying the real property shall
include a restriction on the use of the property that limits the
uses of the property to those uses described in this subsection.
The instrument conveying the property shall also contain a
provision for the reversion of the property to the political
subdivision if the property is not used in conformance with the
restriction. Real property conveyed under this subsection may
include real property held by a political subdivision as a result
of tax foreclosures.
' (4) Transfers under this section may include transfers
without consideration of property held by counties as a result of
tax foreclosures.
' (5) Before any county court or board of county commissioners
may transfer, under subsection (1) of this section, any tax
foreclosed lands in which the state or a political subdivision
has represented delinquent and uncollected taxes, liens or
assessments, it shall advertise in a newspaper of general
circulation in the county for two successive weeks its intention
to so transfer the property. The notice shall state when the
county court will hear objections to the transfer and must
specifically describe the property intended to be transferred.
After the hearing set in the notice is held and objections are
heard, it may, in its sound discretion, proceed with the
transfer. Except in the case of a transfer for low income
housing, real property shall be conveyed by deed, subject to a
reversionary interest retained by the granting political
subdivision in the event that the property is used for a purpose
that is inconsistent with the grant. The granting political
subdivision may waive the subdivision's right to a reversionary
interest at the time the property is conveyed. After the transfer
the interests of the state or any political subdivision in the
land on account of uncollected taxes, liens or assessments are
extinguished, and the county is relieved of the necessity to
account for uncollected taxes, liens or assessments.
' { + SECTION 55. + } ORS 307.518 is amended to read:
' 307.518. (1) Property or a portion of property that meets all
of the following criteria shall be exempt from taxation as
provided under ORS 307.519 to 307.523:
' (a) If unoccupied, the property:
' (A) Is offered for rental solely as a residence for low
income persons; or
' (B) Is held for the purpose of developing low income rental
housing.
' (b) If occupied, the property is occupied solely as a
residence for low income persons.
' (c) An exemption for the property has been approved as
provided under ORS 307.523, pursuant to an application filed
before January 1, 2010.
' (d) The property is owned or being purchased by a nonprofit
corporation organized in a manner that meets the criteria for a
public benefit corporation, as described under ORS 65.001
{ - (31) - } { + (37) + } or for a religious corporation, as
described under ORS 65.001
{ - (33) - } { + (39) + }.
' (e) The property is owned or being purchased by a nonprofit
corporation that expends no more than 10 percent of its annual
income from residential rentals for purposes other than the
acquisition, maintenance or repair of residential rental property
for low income persons or for the provision of on-site child care
services for the residents of the rental property.
' (2) For the purposes of this section, a nonprofit corporation
that has only a leasehold interest in property is considered to
be a purchaser of that property if:
' (a) The nonprofit corporation is obligated under the terms of
the lease to pay the ad valorem taxes on the real and personal
property used in the rental activity on that property; or
' (b) The rent payable has been established to reflect the
savings resulting from the exemption from taxation.
' (3) A partnership shall be considered a nonprofit corporation
for purposes of this section if:
' (a) A nonprofit corporation is a general partner of the
partnership; and
' (b) The nonprofit corporation is responsible for the
day-to-day operation of the property that is the subject of the
exemption under ORS 307.519 to 307.523.
' { + SECTION 56. + } ORS 554.082 is amended to read:
' 554.082. (1) Each corporation shall continuously maintain in
this state a registered agent and registered office that may be,
but need not be, the same as any of its places of business.
' (2) A registered agent shall be:
' (a) An individual who resides in this state and whose
business office is identical to the registered office;
' (b) A domestic corporation or { - nonprofit - } domestic
{ + nonprofit + } corporation whose business office is
identical to the registered office; or
' (c) A foreign corporation or { - nonprofit - } foreign
{ + nonprofit + } corporation authorized to transact business in
this state whose business office is identical to the registered
office.
' { + SECTION 57. + } ORS 750.635 is amended to read:
' 750.635. (1) Each organization shall continuously maintain in
this state a registered agent and registered office that may be,
but need not be, the same as any of its places of business.
' (2) A registered agent shall be:
' (a) An individual who resides in this state and whose
business office is identical to the registered office;
' (b) A domestic corporation or { - nonprofit - } domestic
{ + nonprofit + } corporation whose business office is
identical to the registered office; or
' (c) A foreign corporation or { - nonprofit - } foreign
{ + nonprofit + } corporation authorized to transact business in
this state whose business office is identical to the registered
office.
' (3) The Director of the Department of Consumer and Business
Services shall be an agent of an organization upon whom process
may be served whenever the organization fails to appoint or
maintain a registered agent in this state or whenever the
registered agent of the organization cannot with reasonable
diligence be found at the registered office.
' { + SECTION 58. + } ORS 60.661 is amended to read:
' 60.661. The circuit courts may dissolve a corporation:
' (1) In a proceeding by the Attorney General if it is
established that:
' (a) The corporation obtained its articles of incorporation
through fraud; or
' (b) The corporation has continued to exceed or abuse the
authority conferred upon it by law.
' (2) In a proceeding by a shareholder { + in a corporation
that has shares that are listed on a national securities exchange
or that are regularly traded in a market maintained by one or
more members of a national or affiliated securities
association, + } if it is established that:
' (a) The directors are deadlocked in the management of the
corporate affairs, the shareholders are unable to break the
deadlock and irreparable injury to the corporation is threatened
or being suffered, or the business and affairs of the corporation
can no longer be conducted to the advantage of the shareholders
generally, because of the deadlock;
' (b) The directors or those in control of the corporation have
acted, are acting or will act in a manner that is illegal,
oppressive or fraudulent;
' (c) The shareholders are deadlocked in voting power and have
failed, for a period that includes at least two consecutive
annual meeting dates, to elect successors to directors whose
terms have expired; or
' (d) The corporate assets are being misapplied or wasted.
' (3) In a proceeding by a creditor if it is established that:
' (a) The creditor's claim has been reduced to judgment, the
execution on the judgment returned unsatisfied and the
corporation is insolvent; or
' (b) The corporation has admitted in writing that the
creditor's claim is due and owing and the corporation is
insolvent.
' (4) In a proceeding by the corporation to have its voluntary
dissolution continued under court supervision.
' { + SECTION 59. + } { + Section 60 of this 2001 Act is
added to and made a part of ORS chapter 60. + }
' { + SECTION 60. + } { + (1) In a proceeding by a
shareholder in a corporation that does not have shares that are
listed on a national securities exchange or that are regularly
traded in a market maintained by one or more members of a
national or affiliated securities association, the circuit court
may order one or more of the remedies listed in subsection (2) of
this section if it is established that:
' (a) The directors are deadlocked in the management of the
corporate affairs, the shareholders are unable to break the
deadlock and irreparable injury to the corporation is threatened
or being suffered, or the business and affairs of the corporation
can no longer be conducted to the advantage of the shareholders
generally, because of the deadlock;
' (b) The directors or those in control of the corporation have
acted, are acting or will act in a manner that is illegal,
oppressive or fraudulent;
' (c) The shareholders are deadlocked in voting power and have
failed, for a period that includes at least two consecutive
annual meeting dates, to elect successors to directors whose
terms have expired; or
' (d) The corporate assets are being misapplied or wasted.
' (2) The remedies that the court may order in a proceeding
under subsection (1) of this section include but are not limited
to the following:
' (a) The performance, prohibition, alteration or setting aside
of any action of the corporation or of its shareholders,
directors or officers or any other party to the proceeding;
' (b) The cancellation or alteration of any provision in the
corporation's articles of incorporation or bylaws;
' (c) The removal from office of any director or officer;
' (d) The appointment of any individual as a director or
officer;
' (e) An accounting with respect to any matter in dispute;
' (f) The appointment of a custodian to manage the business and
affairs of the corporation, to serve for the term and under the
conditions prescribed by the court;
' (g) The appointment of a provisional director to serve for
the term and under the conditions prescribed by the court;
' (h) The submission of the dispute to mediation or another
form of nonbinding alternative dispute resolution;
' (i) The issuance of distributions;
' (j) The award of damages to any aggrieved party;
' (k) The purchase by the corporation or one or more
shareholders of all of the shares of one or more other
shareholders for their fair value and on the terms determined
under subsection (5) of this section;
' (L) The retention of jurisdiction of the case by the court
for the protection of the shareholder who filed the proceeding;
or
' (m) The dissolution of the corporation if the court
determines that no remedy specified in paragraphs (a) to (L) of
this subsection or other alternative remedy is sufficient to
resolve the matters in dispute. In determining whether to
dissolve the corporation, the court shall consider among other
relevant evidence the financial condition of the corporation but
may not refuse to dissolve the corporation solely because it has
accumulated earnings or current operating profits.
' (3) The remedies set forth in subsection (2) of this section
shall not be exclusive of other legal and equitable remedies that
the court may impose. Except as provided in this subsection, the
shareholders of a corporation may, pursuant to an agreement
described in ORS 60.265, agree to limit or eliminate any of the
remedies set forth in subsection (2) of this section. The
remedies set forth in subsection (2)(e), (j) and (m) of this
section may not be eliminated.
' (4) In determining the appropriate remedies to order under
subsection (2) of this section, the court may take into
consideration the reasonable expectations of the corporation's
shareholders as they existed at the time the corporation was
formed and developed during the course of the shareholders'
relationship with the corporation and with each other. The court
shall endeavor to minimize the harm to the business of the
corporation.
' (5)(a) If the court orders a share purchase, the court shall:
' (A) Determine the fair value of the shares, with or without
the assistance of appraisers, taking into account any impact on
the value of the shares resulting from the actions giving rise to
a proceeding under subsection (1) of this section;
' (B) Consider any financial or legal constraints on the
ability of the corporation or the purchasing shareholder to
purchase the shares;
' (C) Specify the terms of the purchase, including, if
appropriate, terms for installment payments, interest at the rate
and from the date determined by the court to be equitable,
subordination of the purchase obligation to the rights of the
corporation's other creditors, security for a deferred purchase
price and a covenant not to compete or other restriction on the
seller;
' (D) Require the seller to deliver all of the seller's shares
to the purchaser upon receipt of the purchase price or the first
installment of the purchase price; and
' (E) Retain jurisdiction to enforce the purchase order by,
among other remedies, ordering the corporation to be dissolved if
the purchase is not completed in accordance with the terms of the
purchase order.
' (b) The share purchase ordered under this subsection shall be
consummated within 20 days after the date the order becomes final
unless before that time the corporation files with the court a
notice of its intention to dissolve and articles of dissolution
are properly filed with the Secretary of State within 50 days
after filing the notice with the court.
' (c) After the purchase order is entered and before the
purchase price is fully paid, any party may petition the court to
modify the terms of the purchase, and the court may do so if the
court finds that the modifications are equitable.
' (d) Unless the purchase order is modified by the court, the
selling shareholder shall have no further rights as a shareholder
from the date the seller delivers all of the shareholder's shares
to the purchaser or such other date specified by the court.
' (e) If the court orders shares to be purchased by one or more
other shareholders, in allocating the shares to be purchased by
the other shareholders, unless equity requires otherwise, the
court shall attempt to preserve the existing distribution of
voting rights and other designations, preferences,
qualifications, limitations, restrictions and special or relative
rights among the holders of the class or classes of shares and
may direct that holders of a specific class or classes not
participate in the purchase.
' (6) At any time within 90 days after the filing of a
proceeding under subsection (1) of this section, or at such time
determined by the court to be equitable, the corporation or one
or more shareholders may elect to purchase all of the shares
owned by the shareholder who filed the proceeding for their fair
value. An election to purchase under this subsection shall state
in writing the amount that the electing party will pay for the
shares. The following apply:
' (a) The election to purchase shall be irrevocable unless the
court determines that it is equitable to set aside or modify the
election.
' (b) If the election to purchase is filed by one or more
shareholders, the corporation shall, within 10 days thereafter,
give written notice to all shareholders. The notice shall state
the name of the shareholder who filed the proceeding under
subsection (1) of this section and the number of shares owned by
that shareholder, the name of each electing shareholder and the
number of shares owned by that electing shareholder and the
amount that each electing shareholder will pay for the shares.
The notice also must advise the recipients of their right to join
in the election to purchase shares. Shareholders who wish to
participate must file notice of their intention to join in the
election to purchase not later than 30 days after the date of the
notice to them or at such time as the court in its discretion may
allow. All shareholders who have filed an election or notice of
their intention to participate in the election to purchase
thereby become parties to the proceeding under subsection (1) of
this section and shall participate in the purchase in proportion
to their ownership of shares as of the date the first election
was filed, unless the shareholders otherwise agree or the court
otherwise directs.
' (c) The court in its discretion may allow the corporation and
shareholders to file an election to purchase the shares of the
shareholder who filed the proceeding under subsection (1) of this
section at a price higher than the amount previously offered. If
the court does so, it shall allow other shareholders an
opportunity to join in the election to purchase at the higher
price in accordance with their proportionate ownership interest.
' (d) After an election to purchase has been filed by the
corporation or one or more shareholders, the proceeding filed
under subsection (1) of this section may not be discontinued or
settled, nor may the shareholder who filed the proceeding sell or
otherwise dispose of the shareholder's shares, unless the court
determines that it would be equitable to the corporation and the
shareholders, other than the petitioner, to permit the
discontinuance, settlement, sale or other disposition. In
considering whether equity exists to approve any settlement, the
court may take into consideration the reasonable expectations of
the shareholders as referred to in subsection (4) of this
section, including any existing agreement among the shareholders.
' (e) If, within 30 days of the filing of the latest election
to purchase allowed by the court, the parties reach agreement as
to the fair value and terms of purchase of the shares of the
shareholder who filed the proceeding under subsection (1) of this
section, the court shall enter an order directing the purchase of
shares upon the terms and conditions agreed to by the parties.
' (f) If the parties are unable to reach an agreement as
described in paragraph (e) of this subsection, the court, upon
application of any party, shall stay the proceeding under
subsection (1) of this section and shall, under subsection (5) of
this section, determine the fair value and terms of purchase of
the shares of the shareholder who filed the proceeding as of the
day before the date on which the proceeding was filed or as of
such other date as the court deems appropriate under the
circumstances.
' (7) In any proceeding under subsection (1) of this section,
the court shall allow reasonable compensation to the custodian,
provisional director, appraiser or other such person appointed by
the court for services rendered and reimbursement or direct
payment of reasonable costs and expenses. Amounts described in
this subsection shall be paid by the corporation. + }
' { + SECTION 61. + } ORS 60.664 is amended to read:
' 60.664. (1) Venue for a proceeding by the Attorney General to
dissolve a corporation lies in Marion County. Venue for a
proceeding brought by any other party named in ORS 60.661 { + or
section 60 of this 2001 Act + } lies in the county where a
corporation's principal office is located or, if the principal
office is not in this state, where its registered office is or
was last located.
' (2) It is not necessary to make shareholders parties to a
proceeding to dissolve a corporation unless relief is sought
against them individually.
' (3) A court in a proceeding brought to dissolve a corporation
may issue injunctions, appoint a receiver or custodian pendente
lite with all powers and duties the court directs, take other
action required to preserve the corporate assets wherever located
and carry on the business of the corporation until a full hearing
can be held.
' { + SECTION 62. + } ORS 60.667 is amended to read:
' 60.667. (1) A court in a judicial proceeding brought to
dissolve a corporation { + , or in a judicial proceeding for
shareholder remedies described in section 60 of this 2001 Act,
+ }may appoint one or more receivers to wind up and liquidate
the business and affairs of the corporation or one or more
custodians to manage the business and affairs of the corporation.
The court shall hold a hearing, after notifying all parties to
the proceeding and any interested persons designated by the
court, before appointing a receiver or custodian. The court
appointing a receiver or custodian has exclusive jurisdiction
over the corporation and all its property wherever located.
' (2) The court may appoint an individual or a domestic or
foreign corporation, authorized to transact business in this
state, as a receiver or custodian. The court may require the
receiver or custodian to post bond, with or without sureties, in
an amount the court directs.
' (3) The court shall describe the powers and duties of the
receiver or custodian in its appointing order, which may be
amended periodically. Among other powers:
' (a) The receiver may dispose of all or any part of the assets
of the corporation wherever located, at a public or private sale,
if authorized by the court and may sue and defend in the
receiver's own name as receiver of the corporation in all courts
of this state.
' (b) The custodian may exercise all of the powers of the
corporation, through or in place of its board of directors or
officers, to the extent necessary to manage the affairs of the
corporation in the best interests of its shareholders and
creditors.
' (4) The court during a receivership may redesignate the
receiver a custodian, and during a custodianship may redesignate
the custodian a receiver, if doing so is in the best interests of
the corporation, its shareholders and creditors.
' (5) The court periodically during the receivership or
custodianship may order compensation paid and expense
disbursements or reimbursements made to the receiver or custodian
and the receiver's or custodian's counsel from the assets of the
corporation or proceeds from the sale of the assets.
' { + SECTION 63. + } ORS 60.671 is amended to read:
' 60.671. (1) If after a hearing the court determines that one
or more grounds for judicial dissolution described in ORS 60.661
{ + or section 60 (2)(m) of this 2001 Act + } exist, it may
enter a decree dissolving the corporation and specifying the
effective date of the dissolution. The clerk of the court shall
deliver a certified copy of the decree to the office for filing.
The Secretary of State shall file the certified copy of the
decree.
' (2) After entering the decree of dissolution, the court shall
direct the winding up and liquidation of the corporation's
business and affairs in accordance with ORS 60.637 and the
notification of claimants in accordance with ORS 60.641 and
60.644.
' { + SECTION 64. + } { + Section 60 of this 2001 Act and
the amendments to ORS 60.661, 60.664, 60.667 and 60.671 by
sections 58, 61, 62 and 63 of this 2001 Act apply to proceedings
commenced in circuit court on or after the effective date of this
2001 Act. + } ' .
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