72nd OREGON LEGISLATIVE ASSEMBLY--2003 Regular Session
HA to HB 2075
LC 437/HB 2075-4
HOUSE AMENDMENTS TO
HOUSE BILL 2075
By COMMITTEE ON JUDICIARY
March 11
On page 1 of the printed bill, line 2, after 'provisions; '
insert 'and'.
In line 3, delete '60.351,' and after '60.381,' delete the rest
of the line and insert '60.470, 60.472, 60.481, 60.484, 60.801,
62.605, 62.607, 62.617, 63.467, 63.470, 63.481, 67.340,'.
In line 4, after '67.360,' insert '70.500,' and after '
805.310' insert a period and delete the rest of the line.
On page 4, line 16, after 'effect' insert 'signed by a
shareholder who signed the original demand, and'.
On page 5, line 3, restore the bracketed material and delete '
delivered' and insert 'for delivery'.
Delete line 31 and insert 'holder or the shareholder's
designated officer, director, employee or agent authorized the'.
On page 6, line 35, after the period insert 'Notwithstanding
ORS 60.001 (21), the estate of an incompetent individual or a
deceased individual may not be a director.'.
On page 7, delete lines 14 through 37.
In line 38, delete '13' and insert '12'.
On page 8, line 2, restore the bracketed material and delete
the blank.
In line 40, delete '14' and insert '13'.
On page 9, after line 12, insert:
' { + SECTION 14. + } ORS 60.470 is amended to read:
' 60.470. As used in ORS 60.470 to 60.501:
' (1) 'Business entity' means { + :
' (a) + } Any of the following for-profit entities:
' { - (a) - } { + (A) + } A professional corporation
organized under ORS chapter 58, predecessor law or comparable law
of another jurisdiction;
' { - (b) - } { + (B) + } A corporation organized under this
chapter, predecessor law or comparable law of another
jurisdiction;
' { - (c) A cooperative organized under ORS chapter 62,
predecessor law or comparable law of another jurisdiction; - }
' { - (d) - } { + (C) + } A limited liability company
organized under ORS chapter 63 or comparable law of another
jurisdiction;
' { - (e) - } { + (D) + } A partnership organized in Oregon
after January 1, 1998, or that is registered as a limited
liability partnership, or that has elected to be governed by ORS
chapter 67, and a partnership governed by law of another
jurisdiction that expressly provides for conversions and mergers;
and
' { - (f) - } { + (E) + } A limited partnership organized
under ORS chapter 70, predecessor law or comparable law of
another jurisdiction { + ; and
' (b) A cooperative organized under ORS chapter 62, predecessor
law or comparable law of another jurisdiction + }.
' (2) 'Organizational document' means the following for an
Oregon business entity or, for a foreign business entity, a
document equivalent to the following:
' (a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;
' (b) In the case of a limited liability company, articles of
organization;
' (c) In the case of a partnership, a partnership agreement
and, for a limited liability partnership, its registration; and
' (d) In the case of a limited partnership, a certificate of
limited partnership.
' (3) 'Owner' means a:
' (a) Shareholder of a corporation or of a professional
corporation;
' (b) Member or shareholder of a cooperative;
' (c) Member of a limited liability company;
' (d) Partner of a partnership; and
' (e) General partner or limited partner of a limited
partnership.'.
In line 41, after 'each' insert 'other'.
In line 44, after 'of' insert 'this state or under the laws
of'.
On page 10, line 1, after 'of' delete the rest of the line and
insert 'this state or by the laws of the other jurisdiction that
govern the other business entity;'.
In line 4, after 'of' insert 'this state and, if applicable,
the laws of'.
After line 36, insert:
' { + SECTION 17a. + } ORS 60.801 is amended to read:
' 60.801. As used in ORS 60.801 to 60.816:
' (1) 'Acquiring group' means two or more persons who agree to
act together or enter into any arrangement or understanding for
the purpose of voting or acquiring voting shares of an issuing
public corporation, but does not include two or more persons
whose sole agreement relates to the granting of an immediately
revocable proxy.
' (2) 'Acquiring person' means a person who acquires or
proposes to acquire ownership of, or the power to direct the
voting of, voting shares of an issuing public corporation and
includes all affiliates of such person.
' (3)(a) 'Affiliate' means a person who directly, or indirectly
through one or more intermediaries, controls, or is controlled
by, or is under common control with, another person. As used in
this subsection, 'control,' including the terms ' controlled by'
and 'under common control with,' means the possession, directly
or indirectly, of the power to direct or cause the direction of
the management and policies of a person, whether through the
ownership of voting shares, by contract or otherwise. A person
who is the owner of 10 percent or more of a corporation's
outstanding voting shares shall be presumed to have control of
the corporation in the absence of proof by a preponderance of the
evidence to the contrary.
' (b) Notwithstanding paragraph (a) of this subsection, a
presumption of control shall not apply where a person holds
voting shares in good faith and not for the purpose of
circumventing ORS 60.801 to 60.816 as an agent, bank, broker,
nominee, custodian or trustee for one or more owners who do not
individually or as a group have control of the corporation.
' (4)(a) 'Control share acquisition' means the acquisition,
directly or indirectly, by any acquiring person, including a
member of an acquiring group, of ownership of, or the power to
direct the voting of, voting shares of an issuing public
corporation in a transaction that causes the total voting power
of the acquiring person or any acquiring group of which the
acquiring person is a member in the election of directors of the
issuing public corporation to exceed one-fifth, one-third or
one-half of the total voting power of all the voting shares.
' (b) For purposes of this subsection, voting shares of an
issuing public corporation acquired within 90 days of a control
share acquisition by the acquiring person or members of the
acquiring group making the control share acquisition shall be
considered to have been acquired in the same control share
acquisition.
' (c) For purposes of this subsection, a person who acquires
voting shares in the ordinary course of business for the benefit
of others in good faith and not for the purpose of circumventing
ORS 60.801 to 60.816 has ownership and voting power only of
voting shares in respect of which that person would be able to
exercise or direct the exercise of votes without further
instruction from others.
' (d) For purposes of this subsection, if two or more persons
enter into a binding agreement that is not immediately revocable
with respect to the voting of their voting shares, in addition to
those persons thereby becoming an acquiring group:
' (A) Any single person who thereby obtains the right to
determine how any other parties to the agreement must vote their
shares shall be deemed to have acquired the power to direct the
voting of the voting shares held by such other parties to the
agreement; and
' (B) Any group of persons who thereby obtain the right to
determine how any parties to the agreement must vote their shares
shall collectively be deemed to be a separate acquiring person
who has acquired the power to direct the voting of all voting
shares held by such parties to the agreement. The group of
persons shall include all parties to the agreement if all parties
share in the decision or if the agreement specifies how the
shares must be voted.
' (e) The acquisition of any voting shares of an issuing public
corporation does not constitute a control share acquisition if
the acquisition is consummated in any of the following
circumstances:
' (A) At a time when the corporation was not subject to ORS
60.801 to 60.816.
' (B) Pursuant to a contract entered into at a time when the
corporation was not subject to ORS 60.801 to 60.816.
' (C) Pursuant to the laws of descent and distribution.
' (D) Pursuant to the satisfaction of a pledge or other
security interest created in good faith and not for the purpose
of circumventing ORS 60.801 to 60.816.
' (E) In a transaction in which voting shares are acquired from
the issuing public corporation.
' (F) Pursuant to a merger or plan of share exchange effected
in compliance with ORS 60.470 to 60.501, if the issuing public
corporation is a party to the agreement of merger or plan of
share exchange.
' (G) Pursuant to a transfer of voting shares between or among
affiliates or immediate family members unless the voting shares
are control shares that have not had their voting rights restored
under ORS 60.807.
' (H) In a transaction in which voting power is acquired solely
by receipt of an immediately revocable proxy or by any other
agreement or understanding that is not binding on the person
transferring such voting power.
' (5)(a) 'Control shares' means voting shares of an issuing
public corporation that are acquired in a control share
acquisition. 'Control shares' does not include voting shares
acquired in a control share acquisition that are subsequently
transferred, or whose voting power is subsequently transferred,
other than a transfer of voting power by termination of a binding
voting agreement, to a person that is not an affiliate of the
transferor or a member of an acquiring group of which the
transferor is a member in a transaction that is not a control
share acquisition. 'Control shares' also does not include voting
shares acquired in a control share acquisition whose voting power
is subsequently transferred pursuant to the termination of a
binding voting agreement if, assuming the parties to the
agreement had never entered into the agreement but had been
members of an acquiring group during the term of the agreement,
the voting shares would not have been control shares.
' (b) If an acquiring person or any member of an acquiring
group transfers control shares in a transaction that causes the
control shares to cease to be control shares without reducing the
total voting power of the acquiring person or acquiring group to
less than one-fifth of the total voting power of all the voting
shares, and within 90 days before or after such transfer the
transferor or any member of an acquiring group of which the
transferor is a member acquires ownership of, or the power to
direct the voting of, any voting shares, all such voting shares
up to the number of voting shares having total voting power equal
to the total voting power of the control shares transferred shall
be considered control shares.
' (6) 'Immediate family member' means any grandparent, parent,
brother, sister, child, grandchild or spouse of a person, or any
other relative of the person or the person's spouse who has the
same home as the person.
' (7)(a) 'Interested shares' means voting shares of an issuing
public corporation that any of the following persons have sole or
shared power to vote, or direct the voting of, either directly or
by proxy or voting agreement, at a meeting at which the voting
rights of control shares are to be considered:
' (A) The acquiring person or a member of the acquiring group
whose voting rights are under consideration.
' (B) Any officer of the issuing public corporation.
' (C) Any employee of the issuing public corporation who is
also a director of the corporation.
' (b) For purposes of this subsection, a person shall not be
deemed to have the power to vote, or direct the voting of, voting
shares if the person's power with respect to the shares arises
solely from holding an immediately revocable proxy, unless the
proxy is solicited in connection with an offer to purchase or
solicitation of offers to sell voting shares which requires the
granting of a proxy as a condition to the acceptance of a tender
of voting shares from any shareholder.
' (8)(a) 'Issuing public corporation' means a corporation
incorporated or existing pursuant to the provisions of this
chapter that has:
' (A) One hundred or more { + record or beneficial + }
shareholders;
' (B) Its principal place of business, its principal office or
{ - substantial - } assets { + with a fair market value of not
less than $1 million + } within this state; and
' (C) Either:
' (i) More than 10 percent of its { + record + } shareholders
resident in this state;
' (ii) More than 10 percent of its shares owned
{ + beneficially or of record + } by residents of this state; or
' (iii) { - Ten thousand - } { + At least 10,000 of its
record or beneficial + } shareholders resident in this state.
' (b) The residence of a shareholder is presumed to be the
address appearing in the records of the corporation.
' (c) Shares held by banks, except as trustee or guardian,
brokers or nominees shall be disregarded for purposes of
calculating the percentages or numbers described in
{ + paragraph (a)(C) of + }this subsection.
' (9) 'Person' means any individual, corporation, partnership,
unincorporated association or other entity.
' (10) 'Total voting power' of any person or any shares means
the voting power such person or shares would have except for ORS
60.801 to 60.816.
' (11) 'Voting shares' means shares that have, or would have
except for this Act, voting power in any vote for the election of
directors and that belong to a class or series that, together
with all other classes or series that vote with such class or
series as a group with respect to the election of directors,
elects at least a majority of the directors.
' { + SECTION 17b. + } ORS 62.605 is amended to read:
' 62.605. As used in this section and ORS 62.607 to 62.623:
' (1) 'Business entity' means { + :
' (a) + } Any of the following for-profit entities:
' { - (a) - } { + (A) + } A professional corporation
organized under ORS chapter 58, predecessor law or comparable law
of another jurisdiction;
' { - (b) - } { + (B) + } A corporation organized under ORS
chapter 60, predecessor law or comparable law of another
jurisdiction;
' { - (c) A cooperative organized under this chapter,
predecessor law or comparable law of another jurisdiction; - }
' { - (d) - } { + (C) + } A limited liability company
organized under ORS chapter 63 or comparable law of another
jurisdiction;
' { - (e) - } { + (D) + } A partnership organized in Oregon
after January 1, 1998, or that is registered as a limited
liability partnership, or that has elected to be governed by ORS
chapter 67, and a partnership governed by law of another
jurisdiction that expressly provides for conversions and mergers;
and
' { - (f) - } { + (E) + } A limited partnership organized
under ORS chapter 70, predecessor law or comparable law of
another jurisdiction { + ; and + }
{ + ' (b) A cooperative organized under this chapter,
predecessor law or comparable law of another jurisdiction + }.
' (2) 'Organizational document' means the following for an
Oregon business entity or, for a foreign business entity, a
document equivalent to the following:
' (a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;
' (b) In the case of a limited liability company, articles of
organization;
' (c) In the case of a partnership, a partnership agreement
and, for a limited liability partnership, its registration; and
' (d) In the case of a limited partnership, a certificate of
limited partnership.
' (3) 'Owner' means a:
' (a) Shareholder of a corporation or of a professional
corporation;
' (b) Member or shareholder of a cooperative;
' (c) Member of a limited liability company;
' (d) Partner of a partnership; and
' (e) General partner or limited partner of a limited
partnership.'.
On page 11, line 20, after 'each' insert 'other'.
In line 23, after 'of' insert 'this state or under the laws
of'.
In line 24, after 'of' delete the rest of the line and insert
'this state or by the laws of the other jurisdiction that govern
the other business entity;'.
In line 27, after 'of' insert 'this state and, if applicable,
the laws of'.
On page 12, line 25, after 'each' insert 'other'.
In line 28, after 'of' insert 'this state or under the laws
of'.
In line 30, after 'of' delete the rest of the line and insert
'this state or by the laws of the other jurisdiction that govern
the other business entity;'.
In line 33, after 'of' insert 'this state and, if applicable,
the laws of'.
On page 13, line 32, after 'each' insert 'other'.
In line 35, after 'of' insert 'this state or under the laws
of'.
In line 36, after 'of' delete the rest of the line and insert
'this state or by the laws of the other jurisdiction that govern
the other business entity;'.
In line 39, after 'of' insert 'this state and, if applicable,
the laws of'.
On page 14, line 38, after 'each' insert 'other'.
In line 41, after 'of' insert 'this state or under the laws
of'.
In line 42, after 'of' delete the rest of the line and insert
'this state or by the laws of the other jurisdiction that govern
the other business entity;'.
In line 45, after 'of' insert 'this state and, if applicable,
the laws of'.
On page 15, delete line 24 and insert:
' { + SECTION 27. + } ORS 63.467 is amended to read:
' 63.467. As used in ORS 63.467 to 63.497:
' (1) 'Business entity' means:
' { + (a) Any of the following for-profit entities: + }
' { - (a) - } { + (A) + } A professional corporation
organized under ORS chapter 58, predecessor law or comparable law
of another jurisdiction;
' { - (b) - } { + (B) + } A corporation organized under ORS
chapter 60, predecessor law or comparable law of another
jurisdiction;
' { - (c) A cooperative organized under ORS chapter 62,
predecessor law or comparable law of another jurisdiction; - }
' { - (d) - } { + (C) + } A limited liability company
organized under this chapter or comparable law of another
jurisdiction;
' { - (e) - } { + (D) + } A partnership organized in Oregon
after January 1, 1998, or that is registered as a limited
liability partnership, or that has elected to be governed by ORS
chapter 67, and a partnership governed by law of another
jurisdiction that expressly provides for conversions and mergers;
and
' { - (f) - } { + (E) + } A limited partnership organized
under ORS chapter 70, predecessor law or comparable law of
another jurisdiction { + ; and + }
' { + (b) A cooperative organized under ORS chapter 62,
predecessor law or comparable law of another jurisdiction + }.
' (2) 'Organizational document' means the following for an
Oregon business entity or, for a foreign business entity, a
document equivalent to the following:
' (a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;
' (b) In the case of a limited liability company, articles of
organization;
' (c) In the case of a partnership, a partnership agreement
and, for a limited liability partnership, its registration; and
' (d) In the case of a limited partnership, a certificate of
limited partnership.
' (3) 'Owner' means a:
' (a) Shareholder of a corporation or of a professional
corporation;
' (b) Member or shareholder of a cooperative;
' (c) Member of a limited liability company;
' (d) Partner of a partnership; and
' (e) General partner or limited partner of a limited
partnership.
' { + SECTION 28. + } ORS 67.340 is amended to read:
' 67.340. As used in ORS 67.340 to 67.365:
' (1) 'Business entity' means:
' { + (a) Any of the following for-profit entities: + }
' { - (a) - } { + (A) + } A professional corporation
organized under ORS chapter 58, predecessor law or comparable law
of another jurisdiction;
' { - (b) - } { + (B) + } A corporation organized under ORS
chapter 60, predecessor law or comparable law of another
jurisdiction;
' { - (c) A cooperative organized under ORS chapter 62,
predecessor law or comparable law of another jurisdiction; - }
' { - (d) - } { + (C) + } A limited liability company
organized under ORS chapter 63 or comparable law of another
jurisdiction;
' { - (e) - } { + (D) + } A partnership organized in Oregon
after January 1, 1998, or that is registered as a limited
liability partnership, or that has elected to be governed by this
chapter, and a partnership governed by law of another
jurisdiction that expressly provides for conversions and mergers;
and
' { - (f) - } { + (E) + } A limited partnership organized
under ORS chapter 70, predecessor law or comparable law of
another jurisdiction { + ; and + }
{ + ' (b) A cooperative organized under ORS chapter 62,
predecessor law or comparable law of another jurisdiction + }.
' (2) 'General partner' means a partner in a partnership and a
general partner in a limited partnership.
' (3) 'Limited partner' means a limited partner in a limited
partnership.
' (4) 'Limited partnership' means a limited partnership created
under ORS chapter 70, predecessor law or comparable law of
another jurisdiction.
' (5) 'Organizational document' means the following for an
Oregon business entity or, for a foreign business entity, a
document equivalent to the following:
' (a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;
' (b) In the case of a limited liability company, articles of
organization;
' (c) In the case of a partnership, a partnership agreement
and, for a limited liability partnership, its registration; and
' (d) In the case of a limited partnership, a certificate of
limited partnership.
' (6) 'Owner' means a:
' (a) Shareholder of a corporation or of a professional
corporation;
' (b) Member or shareholder of a cooperative;
' (c) Member of a limited liability company;
' (d) Partner of a partnership; and
' (e) Partner of a limited partnership.
' (7) 'Partner' includes both a general partner and a limited
partner.
' { + SECTION 29. + } ORS 70.500 is amended to read:
' 70.500. As used in ORS 70.500 to 70.540:
' (1) 'Business entity' means:
' { + (a) Any of the following for-profit entities: + }
' { - (a) - } { + (A) + } A professional corporation
organized under ORS chapter 58, predecessor law or comparable law
of another jurisdiction;
' { - (b) - } { + (B) + } A corporation organized under ORS
chapter 60, predecessor law or comparable law of another
jurisdiction;
' { - (c) A cooperative organized under ORS chapter 62,
predecessor law or comparable law of another jurisdiction; - }
' { - (d) - } { + (C) + } A limited liability company
organized under ORS chapter 63 or comparable law of another
jurisdiction;
' { - (e) - } { + (D) + } A partnership organized in Oregon
after January 1, 1998, or that is registered as a limited
liability partnership, or that has elected to be governed by ORS
chapter 67, and a partnership governed by law of another
jurisdiction that expressly provides for conversions and mergers;
and
' { - (f) - } { + (E) + } A limited partnership organized
under this chapter, predecessor law or comparable law of another
jurisdiction { + ; and + }
' { + (b) A cooperative organized under ORS chapter 62,
predecessor law or comparable law of another jurisdiction + }.
' (2) 'Organizational document' means the following for an
Oregon business entity or, for a foreign business entity, a
document equivalent to the following:
' (a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;
' (b) In the case of a limited liability company, articles of
organization;
' (c) In the case of a partnership, a partnership agreement
and, for a limited liability partnership, its registration; and
' (d) In the case of a limited partnership, a certificate of
limited partnership.
' (3) 'Owner' means a:
' (a) Shareholder of a corporation or of a professional
corporation;
' (b) Member or shareholder of a cooperative;
' (c) Member of a limited liability company;
' (d) Partner of a partnership; and
' (e) General partner or limited partner of a limited
partnership.'.
In line 25, delete '28' and insert '30'.
In line 31, delete '13' and insert '12'.
In line 33, delete '14' and insert '13'.
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