Chapter 254
AN ACT
HB 2826
Relating to corporations; creating new provisions; and amending ORS
60.047.
Be It Enacted by the People of
the State of
SECTION 1. ORS 60.047 is amended to read:
60.047. (1) The articles of incorporation shall set forth:
(a) A corporate name for
the corporation that satisfies the requirements of ORS 60.094;
(b) The number of shares
the corporation is authorized to issue;
(c) The address,
including street and number, and mailing address, if different, of the
corporation’s initial registered office and the name of its initial registered
agent at that office;
(d) The name and address
of each incorporator; and
(e) A mailing address to
which notices, as required by this chapter, may be mailed until an address has
been designated by the corporation in its annual report.
(2) The articles of
incorporation may set forth:
(a) The names of the
initial directors;
(b) The addresses of the
initial directors;
(c) Provisions
regarding:
(A) The purpose or purposes
for which the corporation is organized;
(B) Managing the
business and regulating the affairs of the corporation;
(C) Defining, limiting
and regulating the powers of the corporation, its board of directors and shareholders; and
(D) A par value for
authorized shares or classes of shares;
(d) A provision
eliminating or limiting the personal liability of a director to the corporation
or its shareholders for monetary damages for conduct as a director, provided
that no such provision shall eliminate or limit the liability of a director for
any act or omission occurring prior to the date when such provision becomes
effective and such provision shall not eliminate or limit the liability of a
director for:
(A) Any breach of the
director’s duty of loyalty to the corporation or its shareholders;
(B) Acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law;
(C) Any unlawful
distribution under ORS 60.367; or
(D) Any transaction from
which the director derived an improper personal benefit; [and]
(e) A provision
authorizing or directing the corporation to conduct the business of the
corporation in a manner that is environmentally and socially responsible; and
[(e)] (f) Any provision that under
this chapter is required or permitted to be set forth in the bylaws.
(3) The articles of
incorporation need not set forth any of the corporate powers enumerated in this
chapter.
SECTION 2. The amendments to ORS 60.047 by section 1 of
this 2007 Act apply to articles of incorporation delivered for filing to the
office of the Secretary of State on or after the
effective date of this 2007 Act.
Approved by the Governor June 1, 2007
Filed in the office of Secretary of State June 1, 2007
Effective date January 1, 2008
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