72nd OREGON LEGISLATIVE ASSEMBLY--2003 Regular Session
Enrolled
House Bill 2075
Ordered printed by the Speaker pursuant to House Rule 12.00A (5).
Presession filed (at the request of Joint Interim Committee on
Judiciary for the Oregon State Bar Business Law Section)
CHAPTER ................
AN ACT
Relating to business entities; creating new provisions; and
amending ORS 60.001, 60.034, 60.204, 60.214, 60.231, 60.307,
60.317, 60.354, 60.381, 60.470, 60.472, 60.481, 60.484, 60.801,
62.605, 62.607, 62.617, 63.467, 63.470, 63.481, 67.340, 67.342,
67.360, 70.500, 70.505, 70.525 and 805.310.
Be It Enacted by the People of the State of Oregon:
SECTION 1. 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) 'Delivery' means any method of delivery used in
conventional commercial practice, including delivery by hand,
mail, commercial delivery and electronic transmission. + }
{ - (6) - } { + (7) + } '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) - } { + (8) + } 'Domestic limited liability
company' means an entity that is an unincorporated association
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having one or more members and that is organized under ORS
chapter 63.
{ - (8) - } { + (9) + } 'Domestic nonprofit corporation'
means a corporation not for profit incorporated under ORS chapter
65.
{ - (9) - } { + (10) + } '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.
{ + (11) 'Electronic signature' has the meaning given that
term in ORS 84.004.
(12) 'Electronic transmission' means any process of
communication that does not directly involve the physical
transfer of paper and that is suitable for the retention,
retrieval and reproduction of information by the recipient. + }
{ - (10) - } { + (13) + } 'Employee' includes an officer
but not a director. A director may accept duties that make the
director also an employee.
{ - (11) - } { + (14) + } '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.
{ - (12) - } { + (15) + } 'Foreign corporation' means a
corporation for profit incorporated under a law other than the
law of this state.
{ - (13) - } { + (16) + } '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) - } { + (17) + } 'Foreign nonprofit corporation'
means a corporation not for profit organized under the laws of a
state other than this state.
{ - (15) - } { + (18) + } 'Foreign professional
corporation' means a professional corporation organized under the
laws of a state other than this state.
{ - (16) - } { + (19) + } 'Governmental subdivision'
includes an authority, county, district and municipality.
{ - (17) - } { + (20) + } 'Includes' denotes a partial
definition.
{ - (18) - } { + (21) + } 'Individual' means a natural
person { + . ' Individual' includes the estate of an incompetent
individual or a deceased individual + }.
{ - (19) - } { + (22) + } 'Means' denotes an exhaustive
definition.
{ - (20) - } { + (23) + } 'Office,' when used to refer to
the administrative unit directed by the Secretary of State, means
the office of the Secretary of State.
{ - (21) - } { + (24) + } 'Person' includes individual and
entity.
{ - (22) - } { + (25) + } '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.
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{ - (23) - } { + (26) + } 'Proceeding' includes civil,
criminal, administrative and investigatory action.
{ - (24) - } { + (27) + } '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.
{ - (25) - } { + (28) + } { - ' Share' - } { + '
Shares' + } means the units into which the proprietary interest
in a corporation are divided.
{ - (26) - } { + (29) + } '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.
{ + (30) 'Signature' includes any manual, facsimile,
conformed or electronic signature. + }
{ - (27) - } { + (31) + } '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.
{ - (28) - } { + (32) + } 'Subscriber' means a person who
subscribes for shares in a corporation, whether before or after
incorporation.
{ - (29) - } { + (33) + } 'United States' includes a
district, authority, bureau, commission, department and any other
agency of the United States.
{ - (30) - } { + (34) + } '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 2. ORS 60.034 is amended to read:
60.034. (1) Except as provided in subsection (3) of this
section, notice under this chapter shall be in writing unless
oral notice is specifically permitted under the circumstances by
the articles of incorporation or bylaws. { + Notice by
electronic transmission, other than voice mail, is written
notice. + }
(2) { + (a) + } Notice may be communicated in person, { - by
telephone, telegraph, teletype or other form of wire or wireless
communication, or by mail or private carrier - } { + by mail or
other method of delivery, by telephone or by voice mail or other
electronic transmission.
(b) If a form of notice described in paragraph (a) of this
subsection is impracticable, notice may be communicated by a
newspaper of general circulation in the area where published, or
by radio, television or other form of public broadcast
communication + }.
(3) { + All notices required by this chapter by a corporation
to its shareholders shall be in writing. + } Written notice by a
domestic or foreign corporation to { - its - } { + a + }
shareholder or director, if in a comprehensible form, is
effective { - when mailed - } { + :
(a) Upon deposit in the United States mail + } if it is mailed
postpaid and is correctly addressed to the shareholder's address
shown in the corporation's current record of shareholders or the
director's address shown in the corporation's records { + ;
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(b) When electronically transmitted to the shareholder in a
manner authorized in writing by the shareholder; or
(c) When electronically transmitted to the director in a manner
authorized by the director + }. { - All notices required by
this chapter by a corporation to its shareholders shall be in
writing. - }
(4) Written notice to a domestic or foreign corporation
authorized to transact business in this state may be addressed to
its registered agent at its registered office or to the domestic
or foreign corporation or its president or secretary at its
principal office or mailing address as shown in the records of
the office.
(5) Except as provided in subsection (3) of this section, or
unless the articles of incorporation or bylaws provide otherwise
for notices to directors, written notice, if in a comprehensible
form, is effective at the earliest of the following:
(a) When received;
(b) Five days after its deposit in the United States mail, as
evidenced by the postmark, if mailed postpaid and correctly
addressed; or
(c) On the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested and the
receipt is signed by or on behalf of the addressee.
(6) Oral notice is effective when communicated if communicated
in a comprehensible manner.
(7) If this chapter prescribes notice requirements for
particular circumstances, those requirements govern. If articles
of incorporation or bylaws prescribe notice requirements, not
inconsistent with this section or other provisions of this
chapter, those requirements govern.
SECTION 3. ORS 60.204 is amended to read:
60.204. (1) A corporation shall hold a special meeting of
shareholders:
(a) On call of its board of directors or the person or persons
authorized to do so by the articles of incorporation or bylaws;
or
(b) { + Except as provided in this paragraph, + } if the
holders of at least 10 percent of all votes entitled to be cast
on any issue proposed to be considered at the proposed special
meeting sign, date and deliver to the corporation's secretary one
or more written demands for the meeting describing the purpose or
purposes for which it is to be held. { + The articles of
incorporation may fix a lower percentage or a higher percentage
not exceeding 25 percent of all the votes entitled to be cast on
any issue proposed to be considered. Unless otherwise provided in
the articles of incorporation, a written demand for a special
meeting may be revoked by a writing to that effect signed by a
shareholder who signed the original demand, and received by the
corporation prior to the receipt by the corporation of a demand
sufficient to require the holding of a special meeting. + }
(2) If not otherwise fixed under ORS 60.207 or 60.221, the
record date for determining shareholders entitled to demand a
special meeting is the date the first shareholder signs the
demand.
(3) Special shareholders' meetings may be held in or out of
this state at the place stated in or fixed in accordance with the
bylaws. If no place is stated or fixed in accordance with the
bylaws, special meetings shall be held at the corporation's
principal office.
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(4) Only business within the purpose or purposes described in
the meeting notice required by ORS 60.214 (3) may be conducted at
a special shareholders' meeting.
SECTION 4. { + Section 5 of this 2003 Act is added to and made
a part of ORS chapter 60. + }
SECTION 5. { + (1) At each meeting of shareholders, a
chairperson shall preside. The chairperson shall be appointed as
provided in the bylaws or, in the absence of such provision, by
the board.
(2) Unless the articles of incorporation or bylaws provide
otherwise, the chairperson shall determine the order of business
and shall have the authority to establish rules for the conduct
of the meeting.
(3) Any rules adopted for, and the conduct of, the meeting
shall be fair to shareholders.
(4) The chairperson of the meeting shall announce at the
meeting when the polls close for each matter voted upon. If no
announcement is made, the polls shall be considered to have
closed upon the final adjournment of the meeting. After the polls
close, no ballots, proxies or votes, or any revocations or
changes thereto, may be accepted. + }
SECTION 6. ORS 60.214 is amended to read:
60.214. (1) A corporation shall notify shareholders of the
date, time and place of each annual and special shareholders'
meeting not earlier than 60 days nor less than 10 days before the
meeting date. Unless this chapter or the articles of
incorporation require otherwise, the corporation is required to
give notice only to shareholders entitled to vote at the meeting.
(2) Unless required by this chapter or the articles of
incorporation, notice of an annual meeting need not include a
description of the purpose or purposes for which the meeting is
called.
(3) Notice of a special meeting must include a description of
the purpose or purposes for which the meeting is called.
(4) If not otherwise fixed under ORS 60.207 or 60.221, the
record date for determining shareholders entitled to notice of
and to vote at an annual or special shareholders' meeting is the
day before the first notice is mailed or otherwise transmitted
{ + for delivery + } to shareholders in accordance with ORS
60.034.
(5) Unless the bylaws require otherwise, if an annual or
special shareholders' meeting is adjourned to a different date,
time or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting
before adjournment. If a new record date for the adjourned
meeting is or must be fixed under ORS 60.221, however, notice of
the adjourned meeting must be given under this section to persons
who are shareholders as of the new record date.
SECTION 7. ORS 60.231 is amended to read:
60.231. (1) A shareholder may vote shares in person or by
proxy.
(2) A shareholder may authorize a person or persons to act for
the shareholder as proxy in any one of the following manners:
(a) A shareholder or the shareholder's designated officer,
director, employee or agent may execute a writing by:
(A) Signing it; or
(B) Causing the shareholder's signature or the signature of the
designated officer, director, employee or agent of the
shareholder to be affixed to the writing by any reasonable means,
including facsimile signature.
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(b) A shareholder may { - transmit or authorize the
transmission of an electronic submission. The electronic
submission - } { + authorize an electronic transmission
that + }:
{ - (A) May be transmitted by any electronic means, including
data and voice telephonic communications and computer
network; - }
{ - (B) - } { + (A) + } May be transmitted to:
(i) The person who will be the holder of the proxy;
(ii) The proxy solicitation firm; or
(iii) A proxy support service organization or similar agency
authorized by the person who will be the holder of the proxy to
receive the electronic { - submission - } { +
transmission + }; and
{ - (C) - } { + (B) + } Must { - either - } contain or
be accompanied by information from which it can be determined
that the { - electronic submission was transmitted by or
authorized by the shareholder - } { + shareholder or the
shareholder's designated officer, director, employee or agent
authorized the transmission + }.
(c) Any other method allowed by law.
(3) A copy, facsimile telecommunication or other reliable
reproduction of the writing or electronic { - submission - }
{ + transmission + } created under subsection (2)(a) or (b) of
this section may be used instead of the original writing or
electronic
{ - submission - } { + transmission + } for all purposes for
which the original writing or electronic { - submission - }
{ + transmission + } may be used if the copy, facsimile
telecommunication or other reproduction is a complete copy of the
entire original writing or electronic
{ - submission - } { + transmission + }.
(4) An authorization of a proxy is effective when received by
the secretary or other officer or agent authorized to tabulate
votes. An authorization is valid for 11 months unless a longer
period is expressly provided in the authorization form.
(5) An authorization of a proxy is revocable by the shareholder
unless the authorization conspicuously states that it is
irrevocable and the authorization is coupled with an interest.
Authorizations coupled with an interest include the authorization
of:
(a) A pledgee;
(b) A person who purchased or agreed to purchase the shares;
(c) A creditor of the corporation who extended it credit under
terms requiring the authorization;
(d) An employee of the corporation whose employment contract
requires the authorization; or
(e) A party to a voting agreement created under ORS 60.257.
(6) The death or incapacity of the shareholder authorizing a
proxy does not affect the right of the corporation to accept the
proxy's authority unless notice of the death or incapacity is
received by the secretary or other officer or agent authorized to
tabulate votes before the proxy exercises the proxy's authority
under the authorization.
(7) An authorization made irrevocable under subsection (5) of
this section is revoked when the interest with which it is
coupled is extinguished.
(8) A transferee for value of shares subject to an irrevocable
authorization may revoke the authorization if the transferee did
not know of its existence when the transferee acquired the shares
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and the existence of the irrevocable authorization was not noted
conspicuously on the certificate representing the shares or on
the information statement for shares without certificates.
(9) Subject to ORS 60.237 and to any express limitation on the
proxy's authority appearing on the face of the authorization
form { + or electronic transmission + }, a corporation is
entitled to accept the proxy's vote or other action as that of
the shareholder making the authorization.
SECTION 8. { + Section 9 of this 2003 Act is added to and made
a part of ORS chapter 60. + }
SECTION 9. { + (1) A corporation having any shares listed on a
national securities exchange or regularly traded in a market
maintained by one or more members of a national or affiliated
securities association shall, and any other corporation may,
appoint one or more inspectors to act at a meeting of
shareholders and make a written report of the inspectors'
determinations. Each inspector shall take and sign an oath to
faithfully execute the duties of the inspector with strict
impartiality and according to the best of the inspector's
ability.
(2) The inspectors shall:
(a) Ascertain the number of shares outstanding and the voting
power of each share;
(b) Determine the shares represented at a meeting;
(c) Determine the validity of proxies and ballots;
(d) Count all votes; and
(e) Determine the result.
(3) An inspector may be an officer or employee of the
corporation. + }
SECTION 10. ORS 60.307 is amended to read:
60.307. (1) A board of directors must consist of one or more
individuals, with the number specified in or fixed in accordance
with the articles of incorporation or bylaws.
{ + Notwithstanding ORS 60.001 (21), the estate of an
incompetent individual or a deceased individual may not be a
director. + }
(2) The { - articles of incorporation or bylaws may establish
a variable range for the size of the board of directors by fixing
a minimum and maximum number of directors. If a variable range is
established, the - } number of directors may be { - fixed or
changed periodically, within the minimum and maximum, by the
shareholders or the board of directors. If - } { + increased or
decreased from time to time by amendment to, or in the manner
provided in, + } the articles of incorporation { - establish a
fixed or a variable range for the size of the board of directors
then, after shares are issued, only the shareholders may change
the range for the size of the board or change from a fixed or a
variable-range size board - } { + or the bylaws + }.
(3) Directors are elected at the first annual shareholders'
meeting and at each annual meeting thereafter unless their terms
are staggered under ORS 60.317.
SECTION 11. ORS 60.317 is amended to read:
60.317. { + (1) + } { - If there are six or more
directors, - } The articles of incorporation { - or the
bylaws - } may provide for staggering { - their terms - }
{ + the terms of directors + } by dividing the total number of
directors into two or three groups, with each group to be as
nearly equal in number as possible.
{ + (2) + } { - In that event - } { + If the terms of the
directors are staggered + }, the terms of directors in the first
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group expire at the first annual shareholders' meeting after
their election, the terms of the second group expire at the
second annual shareholders' meeting after their election and the
terms of the third group, if any, expire at the third annual
shareholders' meeting after their election. At each annual
shareholders' meeting held thereafter, directors shall be chosen
for a term of two years or three years, as the case may be, to
succeed those whose terms expire.
{ + (3) + } If the corporation has cumulative voting, terms
of directors may be staggered only if authorized by the articles
of incorporation and each group of directors contains at least
three members.
SECTION 12. ORS 60.354 is amended to read:
60.354. (1) Unless { + this chapter, + } the articles of
incorporation or { + the + } bylaws provide otherwise, a board
of directors may create one or more committees and appoint
{ + one or more + } members of the board of directors to serve
on { - them. Each committee shall have two or more members, who
serve at the pleasure of the board of directors - } { + each
committee + }.
(2) { + Unless this chapter provides otherwise, + } the
creation of a committee and appointment of members to it must be
approved by the greater of:
(a) A majority of all the directors in office when the action
is taken; or
(b) The number of directors required by the articles of
incorporation or bylaws to take action under ORS 60.351.
(3) ORS 60.337 to 60.351 { - governing meetings, action
without meetings, notice and waiver of notice and quorum and
voting requirements of the board of directors apply to committees
and their members as well - } { + apply both to committees of
the board and to members of the committees + }.
(4) Except as provided in subsection (5) of this section, to
the extent specified by the board of directors or in the articles
of incorporation or bylaws, each committee may exercise the
{ - authority - } { + powers + } of the board of directors
under ORS 60.301.
(5) A committee may not:
(a) Authorize { + or approve + } distributions, except
{ - as may be permitted by paragraph (g) of this subsection - }
{ + according to a formula or method, or within limits,
prescribed by the board of directors + };
(b) Approve or propose to shareholders { - actions - }
{ + action + } that this chapter requires { - to - } be
approved by shareholders;
(c) Fill vacancies on the board of directors or { + , subject
to subsection (7) of this section, + } on any of its
committees; { + or + }
{ - (d) Amend articles of incorporation pursuant to ORS
60.434, except as may be necessary to document a determination of
the relative rights, preferences and limitations of a class or
series of shares by a committee or an officer of the corporation
as permitted by paragraph (h) of this subsection; - }
{ - (e) - } { + (d) + } Adopt, amend or repeal bylaws
{ - ; - } { + . + }
{ - (f) Approve a plan of merger not requiring shareholder
approval; - }
{ - (g) Authorize or approve reacquisition of shares, except
within limits prescribed by the board of directors; or - }
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{ - (h) Authorize or approve the issuance or sale or contract
for sale of shares or determine the designation and relative
rights, preferences and limitations of a class or series of
shares, except that the board of directors may authorize a
committee or an officer of the corporation to do so: - }
{ - (A) Pursuant to a stock option or other stock
compensation plan; or - }
{ - (B) By approving the maximum number of shares to be
issued and delegating the authority to determine all or any part
of the terms of the issuance or sale or contract of sale and the
designation and relative rights, preferences and limitations of
the class or series of shares. - }
(6) The creation of, delegation of authority to, or action by a
committee does not alone constitute compliance by a director with
the standards of conduct described in ORS 60.357.
{ + (7) The board of directors may appoint one or more
directors as alternate members of any committee to replace any
absent or disqualified member during the member's absence or
disqualification. Unless the articles of incorporation, the
bylaws or the resolution creating the committee provide
otherwise, in the event of the absence or disqualification of a
member of a committee, the member or members present at any
meeting and not disqualified from voting, unanimously, may
appoint a director to act in place of the absent or disqualified
member. + }
SECTION 13. ORS 60.381 is amended to read:
60.381. (1) An officer may resign at any time by delivering
notice to the corporation. A resignation is effective when the
notice is effective under ORS 60.034 (5) unless the notice
specifies a later effective { - date - } { + time + }. If a
resignation is made effective at a later { - date - }
{ + time + } and the corporation accepts the future effective
{ - date - } { + time + }, its board of directors { + or the
appointing officer + } may fill the pending vacancy before the
effective { - date - } { + time + } if the board of directors
{ + or the appointing officer + } provides that the successor
does not take office until the effective { - date - } { +
time + }.
(2) { - A board of directors may remove any - } { + An + }
officer { + may be removed + } at any time with or without cause
{ - . A duly appointed officer may remove any other officer at
any time with or without cause if the appointed officer is
authorized - } by { + :
(a) The board of directors;
(b) The appointing officer, unless otherwise provided by + }
the bylaws or the board of directors { - to remove the other
officer. - } { + ; or
(c) Any other officer if authorized by the bylaws or the board
of directors. + }
(3) Once delivered, a notice of resignation is irrevocable
unless revocation is permitted by the board of directors.
{ + (4) As used in this section, 'appointing officer' means
the officer or any successor to that officer who appointed the
officer resigning or being removed. + }
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:
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{ - (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.
SECTION 15. ORS 60.472 is amended to read:
60.472. (1) A business entity other than a corporation may be
converted to a corporation organized under this chapter, and a
corporation { + organized under this chapter + } may be
converted to another business entity organized under the laws of
this state, if conversion is permitted by the statutes governing
the other business entity, by approving a plan of conversion and
filing articles of conversion. A corporation organized under this
chapter may be converted to a business entity organized under the
laws of another jurisdiction if:
(a) The conversion is permitted by the laws of that
jurisdiction;
(b) A plan of conversion is approved by the converting
corporation;
(c) Articles of conversion are filed in this state;
(d) The converted 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
Enrolled House Bill 2075 (HB 2075-A) Page 10
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 { + with respect to the
conversion + }.
(2) The plan of conversion shall set forth:
(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) { - The - } { + A summary of the material + } terms and
conditions of the conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information required in the organizational
document of the converted business entity by the statutes
governing that type of business entity.
(3) The plan of conversion may set forth other provisions
relating to the conversion.
SECTION 16. ORS 60.481 is amended to read:
60.481. (1)(a) One or more business entities may merge into a
corporation organized under { - the laws of - } this
{ - state - } { + chapter + } if the merger is permitted by
the statutes governing each { + other + } business entity that
is a party to the merger, a plan of merger is approved by each
business entity that is a party to the merger and articles of
merger are filed. A corporation organized under this chapter may
be merged into a business entity organized under the laws of
{ + this state or under the laws of + } another jurisdiction,
other than a foreign corporation, if:
(A) The merger is permitted by the laws of { - the other
jurisdiction; - } { + this state or by the laws of the other
jurisdiction that govern the other business entity; + }
(B) A plan of merger is approved by each business entity that
is a party to the merger;
(C) Articles of merger are filed in this state; and
(D) The corporation complies with all requirements imposed
under the laws of { + this state and, if applicable, the laws
of + } the other jurisdiction { + with respect to the
merger + }.
(b) A merger of one or more domestic corporations with one or
more foreign corporations is governed by ORS 60.501.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to
merge;
(b) The name and type of the business entity that will survive;
(c) { - The - } { + A summary of the material + } terms and
conditions of the merger;
(d) The manner and basis of converting the shares or other
ownership interests of each owner into shares, ownership
interests or obligations of the surviving business entity or any
other business entity, or into cash or other property in whole or
in part; and
(e) If any party is a business entity other than a corporation,
any additional information required for a merger by the statutes
governing that business entity.
(3) The plan of merger may set forth:
Enrolled House Bill 2075 (HB 2075-A) Page 11
(a) Amendments to the articles of incorporation of a
corporation, if the corporation is the surviving business entity;
and
(b) Other provisions relating to the merger.
(4) One or more corporations may merge with a nonprofit
corporation under ORS 65.481 to 65.504.
SECTION 17. ORS 60.484 is amended to read:
60.484. (1) A corporation may acquire all of the outstanding
shares of one or more classes or series of another corporation if
the board of directors of each corporation adopts a plan of
exchange and, if required by ORS 60.487, the shareholders of each
corporation approve the exchange.
(2) The plan of exchange must set forth:
(a) The name of the corporation whose shares will be acquired
and the name of the acquiring corporation;
(b) { - The - } { + A summary of the material + } terms and
conditions of the exchange; and
(c) The manner and basis of exchanging the shares to be
acquired for shares, obligations, or other securities of the
acquiring or any other corporation or for cash or for other
property in full or part.
(3) The plan of exchange may set forth other provisions
relating to the exchange.
(4) This section does not limit the power of a corporation to
acquire all or part of the shares of one or more classes or
series of another corporation through a voluntary exchange or
otherwise.
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
Enrolled House Bill 2075 (HB 2075-A) Page 12
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
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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
Enrolled House Bill 2075 (HB 2075-A) Page 14
(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
Enrolled House Bill 2075 (HB 2075-A) Page 15
(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 18. ORS 62.607 is amended to read:
62.607. (1) A business entity other than a cooperative may be
converted to a cooperative organized under this chapter, and a
cooperative { + organized under this chapter + } may be
converted to another business entity organized under the laws of
this state, if conversion is permitted by the statutes governing
the other business entity, by approving a plan of conversion and
filing articles of conversion. A cooperative organized under this
chapter may be converted to a business entity organized under the
laws of another jurisdiction if:
(a) The conversion is permitted by the laws of that
jurisdiction;
(b) A plan of conversion is approved by the converting
cooperative;
(c) Articles of conversion are filed in this state;
(d) The converted 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 { + with respect to the
conversion + }.
(2) The plan of conversion shall set forth:
(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) { - The - } { + A summary of the material + } terms and
conditions of the conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
surviving business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information required in the organizational
document of the converted business entity by the statutes
governing that type of business entity.
(3) The plan of conversion may set forth other provisions
relating to the conversion.
SECTION 19. ORS 62.617 is amended to read:
62.617. (1) One or more business entities may merge into a
cooperative organized under { - the laws of - } this
{ - state - } { + chapter + } if the merger is permitted by
the statutes governing each { + other + } business entity that
is a party to the merger, a plan of merger is approved by each
business entity that is a party to the merger and articles of
merger are filed. A cooperative organized under this chapter may
be merged into a business entity organized under the laws of
{ + this state or under the laws of + } another jurisdiction if:
Enrolled House Bill 2075 (HB 2075-A) Page 16
(a) The merger is permitted by the laws of { - the other
jurisdiction; - } { + this state or by the laws of the other
jurisdiction that govern the other business entity; + }
(b) A plan of merger is approved by each business entity that
is a party to the merger;
(c) Articles of merger are filed in this state; and
(d) The cooperative complies with all requirements imposed
under the laws of { + this state and, if applicable, the laws
of + } the other jurisdiction { + with respect to the
merger + }.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to
merge;
(b) The name and type of the business entity that will survive;
(c) { - The - } { + A summary of the material + } terms and
conditions of the merger;
(d) The manner and basis of converting the shares or other
ownership interests of each owner into shares, ownership
interests or obligations of the surviving business entity or any
other business entity, or into cash or other property in whole or
in part; and
(e) If any party is a business entity other than a cooperative,
any additional information required for a merger by the statutes
governing that type of business entity.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of a
cooperative, if the cooperative is the surviving business entity;
and
(b) Other provisions relating to the merger.
SECTION 20. ORS 63.470 is amended to read:
63.470. (1) A business entity other than a limited liability
company may be converted to a limited liability company organized
under this chapter, and a limited liability company
{ + organized under this chapter + } may be converted to another
business entity organized under the laws of this state, if
conversion is permitted by the statutes governing the other
business entity, by approving a plan of conversion and filing
articles of conversion. A limited liability company organized
under this chapter may be converted to a business entity
organized under the laws of another jurisdiction if:
(a) The conversion is permitted by the laws of that
jurisdiction;
(b) A plan of conversion is approved by the converting limited
liability company;
(c) Articles of conversion are filed in this state;
(d) The converted 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 { + with respect to the conversion + }.
(2) The plan of conversion shall set forth:
(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) { - The - } { + A summary of the material + } terms and
conditions of the conversion;
Enrolled House Bill 2075 (HB 2075-A) Page 17
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information required in the organizational
document of the converted business entity by the statutes
governing that type of business entity.
(3) The plan of conversion may set forth other provisions
relating to the conversion.
SECTION 21. ORS 63.481 is amended to read:
63.481. (1) One or more business entities may merge into a
limited liability company organized under { - the laws of - }
this
{ - state - } { + chapter + } if the merger is permitted by
the statutes governing each { + other + } business entity that
is a party to the merger, a plan of merger is approved by each
business entity that is a party to the merger and articles of
merger are filed. A limited liability company organized under
this chapter may be merged into a business entity organized under
the laws of { + this state or under the laws of + } another
jurisdiction if:
(a) The merger is permitted by the laws of { - that
jurisdiction; - } { + this state or by the laws of the other
jurisdiction that govern the other business entity; + }
(b) A plan of merger is approved by each business entity that
is a party to the merger;
(c) Articles of merger are filed in this state; and
(d) The limited liability company complies with any
requirements imposed under the laws of { + this state and, if
applicable, the laws of + } the other jurisdiction { + with
respect to the merger + }.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to
merge;
(b) The name and type of the business entity that will survive;
(c) { - The - } { + A summary of the material + } terms and
conditions of the merger;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
surviving business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) If any party is a business entity other than a limited
liability company, any additional information required for a
merger by the statutes governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the articles of organization of a limited
liability company, if that company is the surviving business
entity; and
(b) Other provisions relating to the merger.
SECTION 22. ORS 67.342 is amended to read:
67.342. (1) A business entity other than a partnership may be
converted to a partnership organized under this chapter, and a
partnership { + organized under this chapter + } may be
converted to another business entity organized under the laws of
this state, if conversion is permitted by the statutes governing
the other business entity, by approving a plan of conversion and
filing articles of conversion. A partnership organized under this
chapter may be converted to a business entity organized under the
laws of another jurisdiction if:
Enrolled House Bill 2075 (HB 2075-A) Page 18
(a) The conversion is permitted by the laws of that
jurisdiction;
(b) A plan of conversion is approved by the converting
partnership;
(c) Articles of conversion are filed in this state;
(d) The converted 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 { + with respect to the
conversion + }.
(2) The plan of conversion shall set forth:
(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) { - The - } { + A summary of the material + } terms and
conditions of the conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) If the business entity after conversion is not a
partnership, any additional information required in the
organizational document of the converted business entity by the
statutes governing that type of business entity.
(3) The plan of conversion may set forth other provisions
relating to the conversion.
SECTION 23. ORS 67.360 is amended to read:
67.360. (1) One or more business entities may merge into a
partnership organized under { - the laws of - } this
{ - state - } { + chapter + } if the merger is permitted by
the statutes governing each { + other + } business entity that
is a party to the merger, a plan of merger is approved by each
business entity that is a party to the merger and articles of
merger are filed. A partnership organized under this chapter may
be merged into a business entity organized under the laws of
{ + this state or under the laws of + } another jurisdiction if:
(a) The merger is permitted by the laws of { - the other
jurisdiction; - } { + this state or by the laws of the other
jurisdiction that govern the other business entity; + }
(b) A plan of merger is approved by each business entity that
is a party to the merger;
(c) Articles of merger are filed in this state; and
(d) The partnership complies with all requirements imposed
under the laws of { + this state and, if applicable, the laws
of + } the other jurisdiction { + with respect to the
merger + }.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to
merge;
(b) The name and type of the business entity that will survive;
(c) { - The - } { + A summary of the material + } terms and
conditions of the merger;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
surviving business entity or any other business entity, or into
cash or other property in whole or in part; and
Enrolled House Bill 2075 (HB 2075-A) Page 19
(e) If any party is a business entity other than a partnership,
any additional information required for a merger by the statutes
governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the partnership agreement of a partnership
and, if applicable, its registration as a limited liability
partnership if the partnership is the surviving business entity;
and
(b) Other provisions relating to the merger.
SECTION 24. ORS 70.505 is amended to read:
70.505. (1) A business entity { - that is not - } { + other
than + } a limited partnership may { - convert - } { + be
converted + } to a limited partnership organized under this
chapter, and a limited partnership { + organized under this
chapter + } may { - convert - } { + be converted + } to
another business entity organized under the laws of this state,
if conversion is permitted by the statutes governing the other
business entity, by approving a plan of conversion and filing
articles of conversion. A limited partnership organized under
this chapter may be converted to a business entity organized
under the laws of another jurisdiction if:
(a) The conversion is permitted by the laws of that
jurisdiction;
(b) A plan of conversion is approved by the converting limited
partnership;
(c) Articles of conversion are filed in this state;
(d) The converted 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 { + with
respect to the conversion + }.
(2) A plan of conversion shall set forth:
(a) The name and type of business entity prior to conversion;
(b) The name and type of the business entity after conversion;
(c) { - The - } { + A summary of the material + } terms and
conditions of the conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information required in the organizational
document of the converted business entity by the statutes
governing that type of business entity.
(3) The plan of conversion may set forth other provisions
relating to the conversion.
SECTION 25. ORS 70.525 is amended to read:
70.525. (1) One or more business entities may merge into a
limited partnership organized under { - the laws of - } this
{ - state - } { + chapter + } if the merger is permitted by the
statutes governing each { + other + } business entity that is a
party to the merger, a plan of merger is approved by each
business entity that is a party to the merger and articles of
merger are filed. A limited partnership organized under this
chapter may be merged into a business entity organized under the
laws of { + this state or under the laws of + } another
jurisdiction if:
Enrolled House Bill 2075 (HB 2075-A) Page 20
(a) The merger is permitted by the laws of { - the other
jurisdiction; - } { + this state or by the laws of the other
jurisdiction that govern the other business entity; + }
(b) A plan of merger is approved by each business entity that
is a party to the merger;
(c) Articles of merger are filed in this state; and
(d) The limited partnership complies with all requirements
imposed under the laws of { + this state and, if applicable, the
laws of + } the other jurisdiction { + with respect to the
merger + }.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to
merge;
(b) The name and type of the business entity that will survive;
(c) { - The - } { + A summary of the material + } terms and
conditions of the merger;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
surviving business entity or any other business entity, or into
cash or other property in whole or in part, and the status of
each owner; and
(e) If any party is a business entity other than a limited
partnership, any additional information required for a merger by
the statutes governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the certificate of limited partnership, if a
limited partnership is the surviving business entity; and
(b) Other provisions relating to the merger.
SECTION 26. ORS 805.310 is amended to read:
805.310. To qualify for issuance of registration described
under ORS 805.300 a person must be engaged, either as owner or
renter, in operating one or more farms, orchards or ranches
actually producing agricultural products or raising livestock in
sufficient quantities to reasonably require the use of the motor
vehicle or vehicles for which the farm vehicle license is sought.
Cooperative corporations or associations organized under the
provisions of ORS chapter 62 or corporations or subsidiaries of
corporations do not qualify for the issuance of licenses
described under ORS 805.300 if owned by more than 100
shareholders. As used in this section, 'shareholder' { - and
'share' have - } { + has + } the
{ - same - } meaning given { - those terms - } { + that
term + } in ORS 60.001.
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
Enrolled House Bill 2075 (HB 2075-A) Page 21
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.
Enrolled House Bill 2075 (HB 2075-A) Page 22
(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.
Enrolled House Bill 2075 (HB 2075-A) Page 23
(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 30. { + (1) The amendments to ORS 60.034 by section 2
of this 2003 Act apply to notices given or required to be given
on or after the effective date of this 2003 Act.
(2) Sections 5 and 9 of this 2003 Act apply to meetings of
shareholders held on or after the effective date of this 2003
Act.
(3) The amendments to ORS 60.231 by section 7 of this 2003 Act
apply to authorizations to act as proxy executed or transmitted
on or after the effective date of this 2003 Act.
(4) The amendments to ORS 60.354 by section 12 of this 2003 Act
apply to committee actions that occur on or after the effective
date of this 2003 Act.
(5) The amendments to ORS 60.381 by section 13 of this 2003 Act
apply to officers who resign or are removed on or after the
effective date of this 2003 Act. + }
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Passed by House March 17, 2003
...........................................................
Chief Clerk of House
...........................................................
Speaker of House
Passed by Senate April 18, 2003
...........................................................
President of Senate
Enrolled House Bill 2075 (HB 2075-A) Page 24
Received by Governor:
......M.,............., 2003
Approved:
......M.,............., 2003
...........................................................
Governor
Filed in Office of Secretary of State:
......M.,............., 2003
...........................................................
Secretary of State
Enrolled House Bill 2075 (HB 2075-A) Page 25