Chapter 92 Oregon Laws 2005

AN ACT

HB 2439

Relating to terms of directors of business corporations; creating new provisions; amending ORS 60.317; and declaring an emergency.

Be It Enacted by the People of the State of Oregon:

SECTION 1. ORS 60.317 is amended to read:

60.317. (1) The articles of incorporation or the bylaws may provide for staggering 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) If the terms of the directors are staggered, the terms of directors in the first 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 2. The amendments to ORS 60.317 by section 11, chapter 80, Oregon Laws 2003, and section 1 of this 2005 Act do not affect the validity of the bylaws of a corporation, as defined in ORS 60.001, that provide for staggering the terms of members of the corporation’s board of directors and that:

(1) Were adopted prior to January 1, 2004; and

(2) Are in effect on the effective date of this 2005 Act.

SECTION 3. This 2005 Act being necessary for the immediate preservation of the public peace, health and safety, an emergency is declared to exist, and this 2005 Act takes effect on its passage.

Approved by the Governor May 25, 2005

Filed in the office of Secretary of State May 25, 2005

Effective date May 25, 2005

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