75th OREGON LEGISLATIVE ASSEMBLY--2009 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 568
 
                         House Bill 2305
 
Ordered printed by the Speaker pursuant to House Rule 12.00A (5).
  Presession filed (at the request of House Interim Committee on
  Judiciary for Oregon State Bar Business Law Section)
 
 
                             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.
 
  Requires two or more classes of stock otherwise entitled to
vote as separate groups on amendment to articles of incorporation
to vote as single group if amendment affects classes in same or
substantially similar way, unless articles provide or board of
directors requires otherwise.
 
                        A BILL FOR AN ACT
Relating to shareholder voting; creating new provisions; and
  amending ORS 60.441.
Be It Enacted by the People of the State of Oregon:
  SECTION 1. ORS 60.441 is amended to read:
  60.441. (1) The holders of the outstanding shares of a class
are entitled to vote as a separate voting group if shareholder
voting is otherwise required by this chapter on a proposed
amendment if the amendment would:
  (a) Increase or decrease the aggregate number of authorized
shares of the class;
  (b) Effect an exchange or reclassification of all or part of
the shares of the class into shares of another class;
  (c) Effect an exchange or reclassification, or create the right
of exchange, of all or part of the shares of another class into
shares of the class;
  (d) Change the designation, rights, preferences or limitations
of all or part of the shares of the class;
  (e) Change the shares of all or part of the class into a
different number of shares of the same class;
  (f) Create a new class of shares having rights or preferences
with respect to distributions or to dissolution that are prior,
superior or substantially equal to the shares of the class;
  (g) Increase the rights, preferences or number of authorized
shares of any class that, after giving effect to the amendment,
have rights or preferences with respect to distributions or to
dissolution that are prior, superior, or substantially equal to
the shares of the class;
  (h) Limit or deny an existing preemptive right of all or part
of the shares of the class; or
  (i) Cancel or otherwise affect rights to distributions or
dividends that have accumulated but not yet been declared on all
or part of the shares of the class.
  (2) If a proposed amendment would affect a series of a class of
shares in one or more of the ways described in subsection (1) of
this section, the shares of that series are entitled to vote as a
separate voting group on the proposed amendment.
  (3) If a proposed amendment that entitles two or more { +
classes or + } series of shares to vote as separate voting groups
under this section would affect those two or more { +  classes
or + } series in the same or a substantially similar way, the
shares of all the { +  classes or + } series so affected must
vote together as a single voting group on the proposed
amendment { + , unless the articles of incorporation provide or
the board of directors requires otherwise + }.
  (4) A class or series is entitled to the voting rights granted
by this section although the articles of incorporation provide
that the shares are nonvoting shares.
  SECTION 2.  { + The amendments to ORS 60.441 by section 1 of
this 2009 Act apply to shareholder voting that occurs on or after
the effective date of this 2009 Act. + }
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