74th OREGON LEGISLATIVE ASSEMBLY--2007 Regular Session
 
NOTE:  Matter within  { +  braces and plus signs + } in an
amended section is new. Matter within  { -  braces and minus
signs - } is existing law to be omitted. New sections are within
 { +  braces and plus signs + } .
 
LC 2216
 
                         House Bill 2826
 
Sponsored by Representatives READ, MACPHERSON; Representatives
  BERGER, BRUUN, CAMERON, CLEM, C EDWARDS, GELSER, SCHAUFLER,
  WHISNANT (at the request of Dick Roy)
 
 
                             SUMMARY
 
The following summary is not prepared by the sponsors of the
measure and is not a part of the body thereof subject to
consideration by the Legislative Assembly. It is an editor's
brief statement of the essential features of the measure as
introduced.
 
  Allows articles of incorporation delivered for filing to office
of Secretary of State to contain provision authorizing or
directing corporation to conduct business in environmentally and
socially responsible manner.
  Declares emergency, effective on passage.
 
                        A BILL FOR AN ACT
Relating to corporations; creating new provisions; amending ORS
  60.047; and declaring an emergency.
Be It Enacted by the People of the State of Oregon:
  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. + }
  SECTION 3.  { + This 2007 Act being necessary for the immediate
preservation of the public peace, health and safety, an emergency
is declared to exist, and this 2007 Act takes effect on its
passage. + }
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