71st OREGON LEGISLATIVE ASSEMBLY--2001 Regular Session
 
NOTE:  Matter within  { +  braces and plus signs + } in an
amended section is new. Matter within  { -  braces and minus
signs - } is existing law to be omitted. New sections are within
 { +  braces and plus signs + } .
 
LC 571
 
                         Senate Bill 119
 
Printed pursuant to Senate Interim Rule 213.28 by order of the
  President of the Senate in conformance with presession filing
  rules, indicating neither advocacy nor opposition on the part
  of the President (at the request of Joint Interim Judiciary
  Committee for Business Law section of Oregon State Bar)
 
 
                             SUMMARY
 
The following summary is not prepared by the sponsors of the
measure and is not a part of the body thereof subject to
consideration by the Legislative Assembly. It is an editor's
brief statement of the essential features of the measure as
introduced.
 
  Allows corporate shareholders, by less than unanimous consent,
to take action without meeting. Requires corporation to give
notice of action to nonvoting shareholders and shareholders who
did not consent to action.
 
                        A BILL FOR AN ACT
Relating to action by corporate shareholders without meeting;
  amending ORS 60.211.
Be It Enacted by the People of the State of Oregon:
  SECTION 1. 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.
   { +  (A) + } 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.
   { +  (B) 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 subparagraph 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 the shareholders in a notice of
meeting at which the proposed action would have been submitted to
the shareholders for action. + }
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