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 592
A-Engrossed
House Bill 2313
Ordered by the House April 27
Including House Amendments dated April 27
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 Real Estate Land Use 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.
Deletes references to trusts, estates, trustees { - , personal
representatives - } and executors from certain statutory
definitions of 'person' and 'entity. '
A BILL FOR AN ACT
Relating to definitions of legal entities; amending ORS 24.260,
36.250, 36.600, 60.001, 62.015, 63.001, 65.001, 67.005, 70.005,
84.004, 86.205, 87.700, 95.200, 98.302, 105.624, 130.010,
205.010, 520.005 and 648.005.
Be It Enacted by the People of the State of Oregon:
SECTION 1. ORS 24.260 is amended to read:
24.260. For the purposes of ORS 24.260 to 24.335:
(1) 'Action' means a judicial proceeding or arbitration in
which a payment in money may be awarded or enforced with respect
to a foreign-money claim.
(2) 'Bank-offered spot rate' means the spot rate of exchange at
which a bank will sell foreign money at a spot rate.
(3) 'Conversion date' means the banking day next preceding the
date on which money, in accordance with ORS 24.260 to 24.335, is:
(a) Paid to a claimant in an action or distribution proceeding;
(b) Paid to the official designated by law to enforce a
judgment or award on behalf of a claimant; or
(c) Used to recoup, setoff or counterclaim in different moneys
in an action or distribution proceeding.
(4) 'Distribution proceeding' means a judicial or nonjudicial
proceeding for the distribution of a fund in which one or more
foreign-money claims is asserted and includes an accounting, an
assignment for the benefit of creditors, a foreclosure, the
liquidation or rehabilitation of a corporation or other entity,
and the distribution of an estate, trust or other fund.
(5) 'Foreign money' means money other than money of the United
States of America.
(6) 'Foreign-money claim' means a claim upon an obligation to
pay, or a claim for recovery of a loss, expressed in or measured
by a foreign money.
(7) 'Money' means a medium of exchange for the payment of
obligations or a store of value authorized or adopted by a
government or by intergovernmental agreement.
(8) 'Money of the claim' means the money determined as proper
pursuant to ORS 24.275.
(9) 'Person' means an individual, a corporation, government or
governmental subdivision or agency, business trust, { - estate,
trust, - } joint venture, partnership, association, two or more
persons having a joint or common interest or any other legal or
commercial entity.
(10) 'Rate of exchange' means the rate at which money of one
country may be converted into money of another country in a free
financial market convenient to or reasonably usable by a person
obligated to pay or to state a rate of conversion. If separate
rates of exchange apply to different kinds of transactions, the
term means the rate applicable to the particular transaction
giving rise to the foreign-money claim.
(11) 'Spot rate' means the rate of exchange at which foreign
money is sold by a bank or other dealer in foreign exchange for
immediate or next day availability or for settlement by immediate
payment in cash or equivalent, by charge to an account, or by an
agreed delayed settlement not exceeding two days.
(12) 'State' means a state of the United States, the District
of Columbia, the Commonwealth of Puerto Rico or a territory or
insular possession subject to the jurisdiction of the United
States.
SECTION 2. ORS 36.250 is amended to read:
36.250. As used in ORS 36.250 to 36.270:
(1) 'Agricultural producer' means a person who owns or is
purchasing agricultural property for use in agriculture whose
gross sales in agriculture averaged $20,000 or more for the
preceding three years.
(2) 'Agricultural property' means real property that is
principally used for agriculture.
(3) 'Agriculture' means the production of livestock, poultry,
field crops, fruit, dairy, fur-bearing animals, Christmas trees,
vermiculture products, food fish or other animal and vegetable
matter.
(4) 'Coordinator' means the Director of Agriculture or a
designee of the Director of Agriculture.
(5) 'Creditor' means the holder of a mortgage or trust deed on
agricultural property, a vendor of a real estate contract for
agricultural property, a person with a perfected security
interest in agricultural property or a judgment creditor with a
judgment against an agricultural producer.
(6) 'Financial analyst' means a person knowledgeable in
agriculture and financial matters that can provide financial
analysis to aid the agricultural producer in preparing the
financial information required under ORS 36.256. Financial
analyst may include county extension agents or other persons
approved by the coordinator.
(7) 'Mediation' means the process by which a mediator assists
and facilitates an agricultural producer and a creditor in a
controversy relating to the mortgage, trust deed, real estate
contract, security interest or judgment that the creditor has in
the agricultural property of the agricultural producer in
reaching a mutually acceptable resolution of the controversy and
includes all contacts between the mediator and the agricultural
producer or the creditor, until such time as a resolution is
agreed to by the agricultural producer and the creditor or until
the agricultural producer or the creditor discharges the
mediator.
(8) 'Mediation service' means a person selected by the
coordinator to provide mediation under ORS 36.250 to 36.270.
(9) 'Mediator' means an impartial third party who performs
mediations.
(10) 'Person' means the state or a public or private
corporation, local government unit, public agency, individual,
partnership, association, firm { - , trust, estate - } or any
other legal entity.
SECTION 3. ORS 36.600 is amended to read:
36.600. As used in ORS 36.600 to 36.740:
(1) 'Arbitration organization' means an association, agency,
board, commission or other entity that is neutral and initiates,
sponsors or administers an arbitration proceeding or is involved
in the appointment of an arbitrator.
(2) 'Arbitrator' means an individual appointed to render an
award, alone or with others, in a controversy that is subject to
an agreement to arbitrate.
(3) 'Court' means a circuit court.
(4) 'Knowledge' means actual knowledge.
(5) 'Person' means an individual, corporation, business trust,
{ - estate, trust, - } partnership, limited liability company,
association, joint venture, government, governmental subdivision,
agency or instrumentality, public corporation or any other legal
or commercial entity.
(6) 'Record' means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
SECTION 4. 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.
(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.
(8) 'Domestic limited liability company' means an entity that
is an unincorporated association having one or more members and
that is organized under ORS chapter 63.
(9) 'Domestic nonprofit corporation' means a corporation not
for profit incorporated under ORS chapter 65.
(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.
(13) 'Employee' includes an officer but not a director. A
director may accept duties that make the director also an
employee.
(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.
(15) 'Foreign corporation' means a corporation for profit
incorporated under a law other than the law of this state.
(16) 'Foreign limited liability company' means an entity that
is an unincorporated association organized under the laws of a
state other than this state, under the laws of a federally
recognized Indian tribe 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.
(17) 'Foreign nonprofit corporation' means a corporation not
for profit organized under the laws of a state other than this
state.
(18) 'Foreign professional corporation' means a professional
corporation organized under the laws of a state other than this
state.
(19) 'Governmental subdivision' includes an authority, county,
district and municipality.
(20) 'Includes' denotes a partial definition.
(21) 'Individual' means a natural person. 'Individual '
includes the estate of an incompetent individual or a deceased
individual.
(22) 'Means' denotes an exhaustive definition.
(23) 'Office,' when used to refer to the administrative unit
directed by the Secretary of State, means the office of the
Secretary of State.
(24) 'Person' includes individual and entity.
(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.
(26) 'Proceeding' includes civil, criminal, administrative and
investigatory action.
(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.
(28) 'Shares' means the units into which the proprietary
interest in a corporation are divided.
(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.
(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.
(32) 'Subscriber' means a person who subscribes for shares in a
corporation, whether before or after incorporation.
(33) 'United States' includes a district, authority, bureau,
commission, department and any other agency of the United States.
(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 5. ORS 62.015 is amended to read:
62.015. As used in this chapter, unless the context requires
otherwise:
(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 cooperative.
(b) The date of filing by the Secretary of State of an
application for authority to transact business in the case of a
foreign cooperative.
(2) 'Articles' means articles of incorporation, articles of
conversion and articles of merger.
(3) 'Board' means board of directors.
(4) 'Cooperative' means a cooperative corporation which is
subject to the provisions of this chapter.
(5) 'Corporation' means a corporation which is not a
cooperative.
(6) 'Domestic limited liability company' means an entity that
is an unincorporated association having one or more members and
that is organized under ORS chapter 63.
(7) 'Domestic nonprofit corporation' means a corporation not
for profit incorporated under ORS chapter 65.
(8) '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.
(9) 'Foreign cooperative' means a cooperative corporation
organized under laws other than the laws of this state.
(10) 'Foreign corporation' means a corporation for profit
incorporated under the laws of a state other than this state.
(11) 'Foreign limited liability company' means an entity that
is an unincorporated association organized under the laws of a
state other than this state, under the laws of a federally
recognized Indian tribe 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.
(12) 'Foreign nonprofit corporation' means a corporation not
for profit organized under the laws of a state other than this
state.
(13) 'Foreign professional corporation' means a professional
corporation organized under the laws of a state other than this
state.
(14) 'Member' means a person who has been qualified and
accepted for membership in a cooperative.
(15) 'Membership stock' means any class of stock, continuous
ownership of which is required for membership in a cooperative.
(16) 'Negotiate' means to confer with another in order to come
to terms.
(17) 'Person' includes individuals, corporations, associations,
firms, partnerships, joint stock companies { - , trusts,
estates - } and foreign and domestic cooperative corporations.
(18) 'Shareholder' means a holder of shares of capital stock of
a cooperative other than membership stock.
SECTION 6. ORS 63.001 is amended to read:
63.001. 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 organization in the case of a domestic limited
liability company.
(b) The date of filing by the Secretary of State of an
application for authority to transact business in the case of a
foreign limited liability company.
(2) 'Articles of organization' means the document described in
ORS 63.047 for the purpose of forming a limited liability
company, including articles of organization as they may be
amended or restated, articles of conversion and articles of
merger.
(3) 'Bankruptcy' means:
(a) Assignment by a member for the benefit of creditors;
(b) Commencement of a voluntary bankruptcy case by a member;
(c) Adjudication of a member as bankrupt or insolvent;
(d) Filing by a member of a petition or answer seeking for the
member any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under
any statute, law or rule;
(e) Filing by a member of an answer or other pleading admitting
or failing to contest the material allegations of a petition
filed against the member in any proceeding of this nature;
(f) Seeking, consenting to or acquiescing in the appointment of
a trustee, receiver or liquidator of the member or of all or any
substantial part of the member's properties;
(g) Commencement of an involuntary bankruptcy case against a
member that has not been dismissed on or before the 120th day
after the commencement of the case;
(h) Appointment, without the member's consent, of a trustee,
receiver or liquidator either of the member or of all or any
substantial part of the member's properties that is not vacated
or stayed on or before the 90th day after appointment; or
(i) Appointment described in paragraph (h) of this subsection
that is not vacated on or before the 90th day after expiration of
the stay under paragraph (h) of this subsection.
(4) 'Contribution' means anything of value which a person
contributes to the limited liability company as a prerequisite
for or in connection with membership including cash, property or
services rendered or a promissory note or other binding
obligation to contribute cash or property or to perform services.
(5) 'Corporation' or 'domestic corporation' means a corporation
for profit incorporated under ORS chapter 60.
(6) 'Distribution' means a direct or indirect transfer of money
or other property, except of a limited liability company's own
interests, or incurrence of indebtedness by a limited liability
company to or for the benefit of its members in respect of any of
its member's interests. A distribution may be in the form of a
declaration or payment of profits, a purchase, retirement or
other acquisition of interests, a distribution of indebtedness,
or otherwise.
(7) 'Domestic nonprofit corporation' means a corporation not
for profit incorporated under ORS chapter 65.
(8) '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.
(9) 'Entity' includes a domestic or foreign limited liability
company, corporation, professional corporation, foreign
corporation, domestic or foreign nonprofit corporation, domestic
or foreign cooperative corporation, profit or nonprofit
unincorporated association, business trust, { - estate, - }
domestic or foreign general or limited partnership,
{ - trust, - } two or more persons having a joint or common
economic interest, any state, the United States or any foreign
government.
(10) 'Foreign corporation' means a corporation for profit
incorporated under a law other than the law of this state.
(11) 'Foreign limited liability company' means an entity that
is an unincorporated association organized under the laws of a
state other than this state, under the laws of a federally
recognized Indian tribe 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 the liabilities of the entity.
(12) 'Foreign limited partnership' means a limited partnership
formed under the laws of any jurisdiction other than this state
and having as partners one or more general partners and one or
more limited partners.
(13) 'Foreign nonprofit corporation' means a corporation not
for profit organized under the laws of a state other than this
state.
(14) 'Foreign professional corporation' means a professional
corporation organized under the laws of a state other than this
state.
(15) 'Incompetency' means the entry of a judgment by a court of
competent jurisdiction adjudicating the member incompetent to
manage the member's person or estate.
(16) 'Individual' means a natural person.
(17) 'Limited liability company' or 'domestic limited liability
company' means an entity that is an unincorporated association
having one or more members that is organized under this chapter.
(18) 'Limited partnership' or 'domestic limited partnership'
means a partnership formed by two or more persons under ORS
chapter 70 and having one or more general partners and one or
more limited partners.
(19) 'Manager' or 'managers' means a person or persons, who
need not be members, designated by the members of a
manager-managed limited liability company to manage the limited
liability company's business and affairs.
(20) 'Manager-managed limited liability company' means a
limited liability company that is designated as a manager-managed
limited liability company in its articles of organization or
whose articles of organization otherwise expressly provide that
the limited liability company will be managed by a manager or
managers.
(21) 'Member' or 'members' means a person or persons with both
an ownership interest in a limited liability company and all the
rights and obligations of a member specified under this chapter.
'Member' does not include an assignee of an ownership interest
who has not also acquired the voting and other rights appurtenant
to membership.
(22) 'Member-managed limited liability company' means a limited
liability company other than a manager-managed limited liability
company.
(23) 'Membership interest' or 'interest' means a member's
collective rights in a limited liability company, including the
member's share of profits and losses of the limited liability
company, the right to receive distributions of the limited
liability company's assets and any right to vote or participate
in management.
(24) 'Office,' when used to refer to the administrative unit
directed by the Secretary of State, means the office of the
Secretary of State.
(25) 'Operating agreement' means any valid agreement, written
or oral, of the member or members as to the affairs of a limited
liability company and the conduct of its business.
(26) 'Organizer' means one of the signers of the initial
articles of organization.
(27) 'Party' includes an individual who was, is or is
threatened to be made a named defendant or respondent in a
proceeding.
(28) 'Person' means an individual or entity.
(29) 'Proceeding' means any threatened, pending or completed
action, suit or proceeding whether civil, criminal,
administrative or investigatory and whether formal or informal.
(30) 'State,' when referring to a part of the United States,
includes a state, commonwealth, territory or insular possession
of the United States and its agencies and governmental
subdivisions.
(31) 'United States' includes a district, authority, bureau,
commission, department or any other agency of the United States.
SECTION 7. ORS 65.001 is amended to read:
65.001. As used in this chapter, unless otherwise specifically
provided:
(1) 'Anniversary' means that day each year exactly one or more
years after the date of filing by the Office of the Secretary of
State of the articles of incorporation in the case of a domestic
corporation or the date of filing by the Office of the Secretary
of State of an application for authority to transact business in
the case of a foreign corporation. An event which would otherwise
cause an anniversary to fall on February 29 shall be deemed to
have occurred on February 28.
(2) 'Approved by the members' or 'approval by the members'
means approved or ratified by the members entitled to vote on the
issue through either:
(a) The affirmative vote of a majority of the votes of such
members represented and voting at a duly held meeting at which a
quorum is present or the affirmative vote of such greater
proportion including the votes of any required proportion of the
members of any class as the articles, bylaws or this chapter may
provide for specified types of member action; or
(b) A written ballot or written consent in conformity with this
chapter.
(3) 'Articles of incorporation' or 'articles' include amended
and restated articles of incorporation and articles of merger,
and corrections thereto.
(4) 'Board' or 'board of directors' means the individual or
individuals vested with overall management of the affairs of the
domestic or foreign corporation, irrespective of the name by
which the individual or individuals are designated, except that
no individual or group of individuals are the board of directors
because of powers delegated to that individual or group pursuant
to ORS 65.301.
(5) 'Bylaws' means the code or codes of rules, other than the
articles adopted pursuant to this chapter or the laws governing a
foreign corporation for the regulation or management of the
affairs of the domestic or foreign corporation, irrespective of
the name or names by which such rules are designated.
(6) 'Class' means a group of memberships which have the same
rights with respect to voting, dissolution, redemption and
transfer. For the purpose of this section, rights shall be
considered the same if they are determined by a formula applied
uniformly.
(7) 'Contact address' means a mailing address at which a person
affiliated with the organization will receive and transmit to the
organization notices intended for the foreign or domestic
corporation when it is either not practical to send such notices
to the registered agent, or a duplicate notice is desirable. The
contact address may be the principal place of business, if any,
or the business or residence address of any person associated
with the corporation or foreign corporation who has consented to
serve, but shall not be the address of the registered agent.
(8) 'Corporation' or 'domestic corporation' means a nonprofit
corporation that is not a foreign corporation, and that is
incorporated under or subject to the provisions of this chapter.
(9) 'Delegates' means those persons elected or appointed to
vote in a representative assembly for the election of a director
or directors or on other matters.
(10) 'Deliver' includes mail.
(11) 'Directors' means individuals designated in the articles
or bylaws or elected by the incorporators to act as members of
the board, and their successors.
(12) 'Distribution' means the payment of a dividend or any part
of the income or profit of a corporation to its members,
directors or officers, and does not include payment of value for
property received or services performed or payment of benefits in
furtherance of the corporation's purposes.
(13) 'Domestic business corporation' means a for profit
corporation incorporated under ORS chapter 60.
(14) 'Domestic limited liability company' means an entity that
is an unincorporated association having one or more members and
that is organized under ORS chapter 63.
(15) '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.
(16) 'Effective date of notice' has the meaning given that term
in ORS 65.034.
(17) 'Employee' does not include an officer or director who is
not employed by the corporation with compensation for services
beyond those encompassed by board membership.
(18) 'Entity' includes a corporation, foreign corporation,
business corporation and foreign business corporation, profit and
nonprofit unincorporated association, corporation sole, 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.
(19) 'File,' 'filed' or 'filing' means reviewed, accepted and
entered in the Office of the Secretary of State.
(20) 'Foreign business corporation' means a for profit
corporation incorporated under the laws of a state other than
this state.
(21) 'Foreign corporation' means a corporation organized under
a law other than the law of this state which would be a nonprofit
corporation if formed under the laws of this state.
(22) 'Foreign limited liability company' means an entity that
is an unincorporated association organized under the laws of a
state other than this state, under the laws of a federally
recognized Indian tribe 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.
(23) 'Foreign professional corporation' means a professional
corporation organized under the laws of a state other than this
state.
(24) 'Governmental subdivision' includes an authority, county,
district and municipality.
(25) 'Includes' denotes a partial definition.
(26) 'Individual' means a natural person and includes the
guardian of an incompetent individual.
(27) 'Means' denotes an exhaustive definition.
(28)(a) 'Member' means any person or persons entitled, pursuant
to a domestic or foreign corporation's articles or bylaws,
without regard to what a person is called in the articles or
bylaws, to vote on more than one occasion for the election of a
director or directors.
(b) A person is not a member by virtue of any of the following
rights the person has:
(A) As a delegate;
(B) To designate or appoint a director or directors;
(C) As a director; or
(D) As a holder of an evidence of indebtedness issued or to be
issued by the corporation.
(c) Notwithstanding the provisions of paragraph (a) of this
subsection, a person is not a member if the person's membership
rights have been eliminated as provided in ORS 65.164 or 65.167.
(29) 'Membership' refers to the rights and obligations a member
or members, as defined in this chapter, have pursuant to this
chapter.
(30) 'Mutual benefit corporation' means a domestic corporation
which either is formed as a mutual benefit corporation pursuant
to ORS 65.044 to 65.067, is designated a mutual benefit
corporation by a statute or does not come within the definition
of public benefit or religious corporation.
(31) 'Nonprofit corporation' means mutual benefit corporations,
public benefit corporations and religious corporations.
(32) 'Notice' has the meaning given that term in ORS 65.034.
(33) 'Office' when used to refer to the administrative unit
directed by the Secretary of State, means the Office of the
Secretary of State.
(34) 'Person' includes any individual or entity.
(35) 'Principal office' means the place, in or out of this
state, so designated in the most recent annual report filed
pursuant to ORS 65.787 or if no annual report is on file, as
designated in the articles of incorporation, or the application
for authority to transact business in this state, which shall be
the place where the principal executive offices of a domestic or
foreign corporation are located, or if none, the contact address.
(36) 'Proceeding' includes civil, criminal, administrative and
investigatory action.
(37) 'Public benefit corporation' means a domestic corporation
which:
(a) Is formed as a public benefit corporation pursuant to ORS
65.044 to 65.067, is designated as a public benefit corporation
by a statute, is recognized as tax exempt under section 501 (c)
(3) of the Internal Revenue Code of 1986 or is otherwise
organized for a public or charitable purpose;
(b) Is restricted so that on dissolution it must distribute its
assets to an organization organized for a public or charitable
purpose, a religious corporation, the United States, a state or a
person which is recognized as exempt under section 501 (c) (3) of
the Internal Revenue Code of 1986; and
(c) Does not come within the definition of 'religious
corporation. '
(38) 'Record date' means the date established under ORS 65.131
to 65.177 or 65.201 to 65.254 on which a corporation determines
the identity of its members and their membership rights for the
purposes of this chapter. The determinations shall be made as of
the time of close of transactions on the record date unless
another time for doing so is specified at the time the record
date is fixed.
(39) 'Religious corporation' means a domestic corporation which
is formed as a religious corporation pursuant to ORS 65.044 to
65.067, is designated a religious corporation by a statute or is
organized primarily or exclusively for religious purposes.
(40) 'Secretary,' when used in the context of a corporate
official, means the corporate officer to whom the board of
directors has delegated responsibility under ORS 65.371 for
preparing the minutes of the directors' and members' meetings and
for authenticating the records of the corporation.
(41) '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.
(42) 'Uncompensated officer' means an individual who serves in
an office without compensation for personal service. Payment
solely for actual expenses in performing duties of the officer or
a stipend which is paid only to compensate the average expenses
incurred over the course of a year shall not be deemed to be
compensation.
(43) 'United States' includes district, authority, bureau,
commission, department and any other agency of the United States.
(44) 'Vote' includes authorization by written ballot and
written consent, where permitted.
(45) 'Voting power' means the total number of votes entitled to
be cast on the issue at the time the determination of voting
power is made, excluding a vote which is contingent upon the
happening of a condition or event which has not occurred at the
time. Where a class is entitled to vote as a class for directors,
the determination of voting power of the class shall be based on
the percentage of the number of directors the class is entitled
to elect out of the total number of authorized directors.
SECTION 8. ORS 67.005 is amended to read:
67.005. As used in this chapter:
(1) 'Business' includes every trade, occupation, profession and
commercial activity.
(2) 'Debtor in bankruptcy' means a person who is the subject
of:
(a) An order for relief under Title 11 of the United States
Code or a comparable order under a successor statute of general
application; or
(b) A comparable order under federal, state or foreign law
governing insolvency.
(3) 'Dissociated partner' means a partner with respect to whom
an event specified in ORS 67.220 has occurred.
(4) 'Distribution' means a transfer of money or other property
from a partnership to a partner in the partner's capacity as a
partner or to the partner's transferee.
(5) 'Foreign limited liability partnership' means a partnership
that:
(a) Is formed under laws other than the law of this state; and
(b) Has the status of a limited liability partnership under
those laws.
(6) 'Limited liability partnership' means a partnership that
has registered under ORS 67.590, and has not registered or
qualified in any other jurisdiction other than as a foreign
limited liability partnership.
(7) 'Partnership' means an association of two or more persons
to carry on as co-owners a business for profit created under ORS
67.055, predecessor law, or comparable law of another
jurisdiction. A partnership includes a limited liability
partnership.
(8) 'Partnership agreement' means the agreement, whether
written, oral or implied, among the partners concerning the
partnership, including amendments to the partnership agreement.
(9) 'Partnership at will' means a partnership in which the
partners have not agreed to remain partners until the expiration
of a definite term or the completion of a particular undertaking.
(10) 'Partnership interest' or 'partner's interest in the
partnership' means all of a partner's interests in the
partnership, including the partner's transferable interest and
all management and other rights.
(11) 'Person' means an individual, corporation, business trust,
{ - estate, trust, - } partnership, limited liability company,
association, joint venture, government, governmental subdivision,
agency, instrumentality or any other legal or commercial entity.
(12) 'Professional' means:
(a) Accountants licensed under ORS 673.010 to 673.457 or the
laws of another state;
(b) Architects licensed under ORS 671.010 to 671.220 or the
laws of another state;
(c) Attorneys licensed under ORS 9.005 to 9.755 or the laws of
another state;
(d) Chiropractors licensed under ORS chapter 684 or the laws of
another state;
(e) Dentists licensed under ORS chapter 679 or the laws of
another state;
(f) Landscape architects licensed under ORS 671.310 to 671.459
or the laws of another state;
(g) Naturopaths licensed under ORS chapter 685 or the laws of
another state;
(h) Nurse practitioners licensed under ORS 678.010 to 678.410
or the laws of another state;
(i) Psychologists licensed under ORS 675.010 to 675.150 or the
laws of another state;
(j) Physicians licensed under ORS chapter 677 or the laws of
another state;
(k) Podiatrists licensed under ORS chapter 677 or the laws of
another state;
(L) Radiologic technologists licensed under ORS 688.405 to
688.605 or the laws of another state;
(m) Real estate appraisers licensed under ORS chapter 674 or
the laws of another state; and
(n) Other persons providing to the public types of personal
service or services substantially similar to those listed in
paragraphs (a) to (m) of this subsection that may be lawfully
rendered only pursuant to a license.
(13) 'Professional service' means the service rendered by a
professional.
(14) 'Property' means all property, real, personal or mixed,
tangible or intangible, or any interest therein.
(15) 'State' means a state of the United States, the District
of Columbia, the Commonwealth of Puerto Rico or any territory or
insular possession subject to the jurisdiction of the United
States.
(16) 'Transfer' includes an assignment, conveyance, lease,
mortgage, deed, encumbrance, creation of a security interest and
any other disposition.
(17) 'Transferable interest of a partner in the partnership'
means the partner's share of the profits and losses of the
partnership and the partner's right to receive distributions.
SECTION 9. ORS 70.005 is amended to read:
70.005. As used in this chapter:
(1) 'Certificate of limited partnership' means the certificate
referred to in ORS 70.075, and the certificate as amended,
articles of conversion and articles of merger.
(2) 'Contribution' means any cash, property, services rendered,
or a promissory note or other binding obligation to contribute
cash or property or to perform services, that a partner
contributes to a limited partnership in the capacity as a
partner.
(3) 'Corporation' or 'domestic corporation' means a corporation
for profit incorporated under ORS chapter 60.
(4) 'Domestic limited liability company' means an entity that
is an unincorporated association having one or more members and
that is organized under ORS chapter 63.
(5) 'Domestic nonprofit corporation' means a corporation not
for profit incorporated under ORS chapter 65.
(6) '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.
(7) 'Event of withdrawal of a general partner' means an event
that causes a person to cease to be a general partner as provided
in ORS 70.180.
(8) 'Foreign corporation' means a corporation for profit
incorporated under the laws of a state other than this state.
(9) 'Foreign limited liability company' means an entity that is
an unincorporated association organized under the laws of a state
other than this state, under the laws of a federally recognized
Indian tribe 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.
(10) 'Foreign limited partnership' means a partnership formed
under the laws of any jurisdiction other than this state and
having as partners one or more general partners and one or more
limited partners.
(11) 'Foreign nonprofit corporation' means a corporation not
for profit organized under the laws of a state other than this
state.
(12) 'Foreign professional corporation' means a professional
corporation organized under the laws of a state other than this
state.
(13) 'General partner' means a person who has been admitted to
a limited partnership as a general partner in accordance with the
partnership agreement and named in the certificate of limited
partnership as a general partner.
(14) 'Limited partner' means a person who has been admitted to
a limited partnership as a limited partner in accordance with the
partnership agreement.
(15) 'Limited partnership' and 'domestic limited partnership'
mean a partnership formed by two or more persons under the laws
of this state and having one or more general partners and one or
more limited partners.
(16) 'Partner' means a limited or general partner.
(17) 'Partnership agreement' means any valid agreement, written
or oral, of the partners as to the affairs of a limited
partnership and the conduct of its business.
(18) 'Partnership interest' means a partner's share of the
profits and losses of a limited partnership and the right to
receive distributions of partnership assets.
(19) 'Person' means an individual, partnership, limited
partnership (domestic or foreign), { - trust, estate, - }
association or corporation.
SECTION 10. ORS 84.004 is amended to read:
84.004. As used in ORS 84.001 to 84.061:
(1) 'Agreement' means the bargain of the parties in fact, as
found in their language or inferred from other circumstances and
from rules, regulations and procedures given the effect of
agreements under laws otherwise applicable to a particular
transaction.
(2) 'Automated transaction' means a transaction conducted or
performed, in whole or in part, by electronic means or electronic
records, in which the acts or records of one or both parties are
not reviewed by an individual in the ordinary course in forming a
contract, performing under an existing contract or fulfilling an
obligation required by the transaction.
(3) 'Computer program' means a set of statements or
instructions to be used directly or indirectly in an information
processing system in order to bring about a certain result.
(4) 'Contract' means the total legal obligation resulting from
the parties' agreement under ORS 84.001 to 84.061 and other
applicable law.
(5) 'Electronic' means relating to technology having
electrical, digital, magnetic, wireless, optical, electromagnetic
or similar capabilities.
(6) 'Electronic agent' means a computer program or an
electronic or other automated means used independently to
initiate an action or respond to electronic records or
performances in whole or in part, without review or action by an
individual.
(7) 'Electronic record' means a record created, generated,
sent, communicated, received or stored by electronic means.
(8) 'Electronic signature' means an electronic sound, symbol or
process attached to or logically associated with a record and
executed or adopted by a person with the intent to sign the
record.
(9) 'Governmental agency' means an executive, legislative or
judicial agency, department, board, commission, authority,
institution or instrumentality of the federal government or of a
state or of a county, municipality or other political subdivision
of a state.
(10) 'Information' means data, text, images, sounds, codes,
computer programs, software, databases or the like.
(11) 'Information processing system' means an electronic system
for creating, generating, sending, receiving, storing, displaying
or processing information.
(12) 'Person' means an individual, corporation, business trust,
{ - estate, trust, - } partnership, limited liability company,
association, joint venture, governmental agency, public
corporation or any other legal or commercial entity.
(13) 'Record' means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
(14) 'Security procedure' means a procedure employed for the
purpose of verifying that an electronic signature, record or
performance is that of a specific person or for detecting changes
or errors in the information in an electronic record. 'Security
procedure' includes a procedure that requires the use of
algorithms or other codes, identifying words or numbers,
encryption, or callback or other acknowledgment procedures.
(15) 'State' means a state of the United States, the District
of Columbia, Puerto Rico, the United States Virgin Islands or any
territory or insular possession subject to the jurisdiction of
the United States. 'State' includes an Indian tribe or band or an
Alaskan native village, which is recognized by federal law or
formally acknowledged by a state.
(16) 'Transaction' means an action or set of actions occurring
between two or more persons relating to the conduct of business,
commercial or governmental affairs.
SECTION 11. ORS 86.205 is amended to read:
86.205. As used in ORS 86.205 to 86.275:
(1) 'Borrower' means any person who becomes obligated on a real
estate loan agreement, either directly or indirectly, and
includes, but is not limited to, mortgagors, grantors under trust
deeds, vendees under conditional land sales contracts, and
persons who purchase real property securing a real estate loan
agreement, whether the persons assume the loan or purchase the
property subject to the loan.
(2) 'Direct reduction provision' or 'capitalization provision'
means any provision which is part of a real estate loan
agreement, whether incorporated into the agreement or as part of
a separately executed document, whereby the borrower makes
periodic prepayment of property taxes, insurance premiums and
similar charges to the lender or the designee of the lender, who
applies such prepayments first to accrued interest and then to
the principal amount of the loan, and upon payment of such
charges, adds the amount of such payment to the principal amount
of the loan.
(3) 'Escrow account' means any account which is a part of a
real estate loan agreement, whether incorporated into the
agreement or as part of a separately executed document, whereby
the borrower makes periodic prepayment to the lender or the
designee of the lender of taxes, insurance premiums, and similar
charges, and the lender or the designee of the lender pays the
charges out of the account at the due dates.
(4) 'Lender' means any person who makes, extends, or holds a
real estate loan agreement and includes, but is not limited to,
mortgagees, beneficiaries under trust deeds, and vendors under
conditional land sales contracts.
(5) 'Lender's security protection provision' means any
provision which is a part of a real estate loan agreement,
whether incorporated into the agreement or as part of a
separately executed document, whereby the borrower prepays,
pledges or otherwise commits cash or other assets owned by the
borrower in advance of due dates for payments of property taxes,
insurance premiums and similar charges relating to the property
securing the loan in order to assure timely payment of the
charges and protect the lender's security interest in the
property, and includes, but is not limited to, escrow accounts,
direct reduction provisions, capitalization provisions, and
pledges of savings accounts.
(6) 'Person' means individuals, corporations, associations
{ - , - } { + and + } partnerships { - and trusts - } , and
includes, but is not limited to, financial institutions as
defined in ORS 706.008, investment companies, insurance
companies, pension funds, and mortgage companies.
(7) 'Real estate loan agreement' or 'real estate loan ' means
any agreement providing for a loan on residential property,
including multifamily, occupied by the borrower in the amount of
$100,000 or less, secured in whole or in part by real property,
or any interest therein, located in this state, and includes, but
is not limited to, mortgages, trust deeds and conditional land
sales contracts.
SECTION 12. ORS 87.700 is amended to read:
87.700. As used in ORS 87.228 and 87.700 to 87.736, unless the
context otherwise requires:
(1) 'Agricultural produce' means horticultural products,
viticultural products, fruit, berries, vegetables, hops, mint
oil, hazelnuts or other nuts, dairy products, bee products,
vermiculture products, hay or straw baled and prepared for
market, meat animals and Christmas trees as defined in ORS
571.505.
(2) 'Agricultural producer' means a person that engages in or
has engaged in the business of growing or producing agricultural
produce for market or for delivery or transfer to others owning
or holding title to the produce. 'Agricultural producer' includes
a landowner, producer, landlord, tenant, sharecropper or other
person who participates in the growing of agricultural produce
and receives a share of the produce.
(3) 'Meat animal' has the meaning for that term provided in ORS
603.010.
(4) 'Person' means individual, corporation, partnership,
association, joint stock company, { - trust, - } limited
liability company, limited liability partnership, cooperative,
government entity, unincorporated organization or other business
entity.
(5) 'Purchaser' does not include a cooperative organized and
operating under ORS chapter 62, including a foreign cooperative
authorized to do business in this state under ORS chapter 60, if
the agricultural producer is a member of the cooperative.
(6) 'Security interest' has the meaning given that term in ORS
71.2010 (37).
SECTION 13. ORS 95.200 is amended to read:
95.200. As used in ORS 95.200 to 95.310:
(1) 'Affiliate' means any of the following:
(a) A person who directly or indirectly owns, controls or holds
with power to vote 20 or more percent of the outstanding voting
securities of the debtor, other than a person who holds the
securities:
(A) As a fiduciary or agent without sole discretionary power to
vote the securities; or
(B) Solely to secure a debt, if the person has not in fact
exercised the power to vote.
(b) A corporation, 20 or more percent of whose outstanding
voting securities are directly or indirectly owned, controlled or
held with power to vote by the debtor or by a person who directly
or indirectly owns, controls or holds with power to vote 20 or
more percent of the outstanding voting securities of the debtor,
other than a person who holds the securities:
(A) As a fiduciary or agent without sole discretionary power to
vote the securities; or
(B) Solely to secure a debt, if the person has not in fact
exercised the power to vote.
(c) A person whose business is operated by the debtor under a
lease or other agreement, or a person substantially all of whose
assets are controlled by the debtor.
(d) A person who operates the debtor's business under a lease
or other agreement or controls substantially all of the debtor's
assets.
(2) 'Asset' means property of a debtor but does not include:
(a) Property to the extent that it is encumbered by a valid
lien;
(b) Property to the extent that it is generally exempt under
nonbankruptcy law; or
(c) An interest in property held in tenancy by the entirety to
the extent that it is not subject to process by a creditor
holding a claim against only one tenant.
(3) 'Claim' means a right to payment, whether or not the right
is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured or unsecured.
(4) 'Creditor' means a person who has a claim against a debtor.
(5) 'Debt' means liability on a claim.
(6) 'Debtor' means a person against whom a creditor has a
claim.
(7) An 'insider' includes:
(a) If the debtor is an individual:
(A) A relative of the debtor or of a general partner of the
debtor;
(B) A partnership in which the debtor is a general partner;
(C) A general partner in a partnership described in
subparagraph (B) of this paragraph; or
(D) A corporation of which the debtor is a director, officer or
person in control.
(b) If the debtor is a corporation:
(A) A director of the debtor;
(B) An officer of the debtor;
(C) A person in control of the debtor;
(D) A partnership in which the debtor is a general partner;
(E) A general partner in a partnership described in
subparagraph (D) of this paragraph; or
(F) A relative of a general partner, director, officer or
person in control of the debtor.
(c) If the debtor is a partnership:
(A) A general partner in the debtor;
(B) A relative of a general partner in a debtor, of a general
partner of a debtor, or of a person in control of the debtor;
(C) Another partnership in which the debtor is a general
partner;
(D) A general partner in a partnership described in
subparagraph (C) of this paragraph; or
(E) A person in control of the debtor.
(d) An affiliate or an insider of an affiliate as if the
affiliate were the debtor; and
(e) A managing agent of the debtor.
(8) 'Lien' means a charge against or an interest in property to
secure payment of a debt or performance of an obligation,
including a security interest created by agreement, a judicial
lien obtained by legal or equitable process or proceedings, a
common-law lien or a statutory lien.
(9) 'Person' means an individual, partnership, corporation,
association, organization, government or governmental subdivision
or agency, business trust { - , estate, trust - } or any other
legal or commercial entity.
(10) 'Property' means anything that may be the subject of
ownership.
(11) 'Relative' means an individual related within the third
degree as determined by the common law, a spouse, or an
individual related to a spouse within the third degree as so
determined, and includes an individual in an adoptive
relationship within the third degree.
(12) 'Transfer' means every mode, direct or indirect, absolute
or conditional, voluntary or involuntary, of disposing of or
parting with an asset or an interest in an asset, and includes a
payment of money, a release, a lease and the creation of a lien
or encumbrance.
(13) 'Valid lien' means a lien that is effective against the
holder of a judicial lien subsequently obtained by legal or
equitable process or proceedings.
SECTION 14. ORS 98.302 is amended to read:
98.302. As used in ORS 98.302 to 98.436 and 98.992, unless the
context otherwise requires:
(1) 'Administrator' means the Director of the Department of
State Lands.
(2) 'Apparent owner' means the person whose name appears on the
records of the holder as the person entitled to property held,
issued or owing by the holder.
(3) 'Business association' means a nonpublic corporation, joint
stock company, business trust, partnership, investment company or
an association for business purposes of two or more individuals,
whether or not for profit, including a financial institution,
insurance company or utility.
(4) 'Domicile' means the state of incorporation of a
corporation and the state of the principal place of business of
an unincorporated person.
(5) 'Financial institution' means a financial institution or a
trust company, as those terms are defined in ORS 706.008, a safe
deposit company, a private banker, a savings and loan
association, a building and loan association or an investment
company.
(6) 'Holder' means a person, wherever organized or domiciled,
who is in possession of property belonging to another, a trustee
or indebted to another on an obligation.
(7) 'Insurance company' means an association, corporation,
fraternal or mutual benefit organization, whether or not for
profit, which is engaged in providing insurance coverage,
including accident, burial, casualty, workers' compensation,
credit life, contract performance, dental, fidelity, fire,
health, hospitalization, illness, life (including endowments and
annuities), malpractice, marine, mortgage, surety and wage
protection insurance.
(8) 'Intangible property' includes:
(a) Credit balances, customer overpayments, security deposits,
refunds, credit memos, unpaid wages, unused airline tickets and
unidentified remittances;
(b) Stocks and other intangible ownership interests in business
associations;
(c) Moneys deposited to redeem stocks, bonds, coupons, and
other securities, or to make distributions;
(d) Amounts due and payable under the terms of insurance
policies;
(e) Amounts distributed from a trust or custodial fund
established under a plan to provide health, welfare, pension,
vacation, severance, retirement, death, stock purchase, profit
sharing, employee savings, supplemental unemployment insurance or
similar benefits; and
(f) Moneys, checks, drafts, deposits, interest, dividends and
income.
(9) 'Last-known address' means a description of the location of
the apparent owner sufficient for the purpose of delivery of
mail.
(10) 'Lawful deduction' means a deduction related to the
purpose of an account or deposit, for example, to satisfy unpaid
utility bills.
(11) 'Owner' means a depositor in case of a deposit, a
beneficiary in case of a trust other than a deposit in trust, a
creditor, claimant, or payee in case of other intangible
property, or a person, or the person's legal representative,
having a legal or equitable interest in property.
(12) 'Person' means an individual, business association, state
or other government or political subdivision or agency, public
corporation, public authority, { - estate, trust, - } two or
more persons having a joint or common interest, or any other
legal or commercial entity.
(13) 'Service charge' means fees or charges that are limited to
a specific situation and that meet basic contractual and notice
requirements.
(14) 'State' means any state, district, commonwealth,
territory, insular possession or any other area subject to the
legislative authority of the United States.
(15) 'Utility' means a person who owns or operates for public
use, any plant, equipment, property, franchise or license for the
transmission of communications or the production, storage,
transmission, sale, delivery or furnishing of electricity, water,
steam or gas.
SECTION 15. ORS 105.624 is amended to read:
105.624. As used in ORS 105.623 to 105.649:
(1) 'Disclaimant' means the person to whom a disclaimed
interest or power would have passed had the disclaimer not been
made.
(2) 'Disclaimed interest' means the interest that would have
passed to the disclaimant had the disclaimer not been made.
(3) 'Disclaimer' means the refusal to accept an interest in
property or a power over property.
(4) 'Fiduciary' means a personal representative, trustee, agent
acting under a power of attorney or other person authorized to
act as a fiduciary with respect to the property of another
person.
(5) 'Jointly held property' means property held in the name of
two or more persons under an arrangement pursuant to which:
(a) All holders have concurrent interests; and
(b) The last surviving holder is entitled to the whole of the
property.
(6) 'Person' means an individual, corporation, business trust,
{ - estate, trust, - } partnership, limited liability company,
association, joint venture, government, governmental subdivision,
agency, public corporation or any other legal or commercial
entity.
(7) 'State' means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands or any
territory or insular possession subject to the jurisdiction of
the United States. The term includes an Indian tribe or band, or
Alaskan native village, recognized by federal law or formally
acknowledged by another state.
(8) 'Trust' means:
(a) A charitable or noncharitable express trust, including any
additions made to the trust, whenever and however created; and
(b) A trust created pursuant to a statute or judgment that
requires the trust to be administered in the same manner as an
express trust.
SECTION 16. ORS 130.010 is amended to read:
130.010. For the purposes of this chapter:
(1) 'Ascertainable standard' means an ascertainable standard
relating to an individual's health, education, support or
maintenance within the meaning of section 2041(b)(1)(A) or
2514(c)(1) of the Internal Revenue Code, as in effect on January
1, 2006.
(2) 'Beneficiary' means a person that:
(a) Has a present or future beneficial interest in a trust,
whether vested or contingent; or
(b) Holds a power of appointment over trust property in a
capacity other than that of trustee.
(3) 'Charitable trust' means a trust, or portion of a trust,
created for a charitable purpose described in ORS 130.170 (1).
(4) 'Conservator' means a person appointed by a court to
administer the estate of a minor or adult individual.
(5) 'Environmental law' means a federal, state or local law,
rule, regulation or ordinance relating to protection of the
environment.
(6) 'Financial institution' has the meaning given that term in
ORS 706.008.
(7) 'Financially incapable' has the meaning given that term in
ORS 125.005. 'Financially capable' means not financially
incapable.
(8) 'Guardian' means a person appointed by a court to make
decisions regarding the support, care, education, health and
welfare of a minor or adult individual. 'Guardian' does not
include a guardian ad litem.
(9) 'Interests of the beneficiaries' means the beneficial
interests provided in the terms of a trust.
(10) 'Permissible distributee' means a beneficiary who is
currently eligible to receive distributions of trust income or
principal, whether the distribution is mandatory or
discretionary.
(11) 'Person' means an individual, corporation, business trust,
{ - estate, trust, - } partnership, limited liability company,
association, joint venture, public body as defined in ORS 174.109
or any other legal or commercial entity.
(12) 'Power of withdrawal' means a presently exercisable
general power of appointment, other than a power exercisable by a
trustee that is limited by an ascertainable standard or that is
exercisable by another person only upon consent of the trustee or
a person holding an adverse interest.
(13) 'Property' means anything that may be the subject of
ownership, whether real or personal, legal or equitable, or any
interest therein.
(14) 'Qualified beneficiary' means a beneficiary who:
(a) Is a permissible distributee on the date the beneficiary's
qualification is determined;
(b) Would be a permissible distributee if the interests of all
permissible distributees described in paragraph (a) of this
subsection terminated on the date the beneficiary's qualification
is determined; or
(c) Would be a permissible distributee if the trust terminated
on the date the beneficiary's qualification is determined.
(15) 'Revocable trust' means a trust that can be revoked by the
settlor without the consent of the trustee or a person holding an
adverse interest.
(16) 'Settlor' means a person, including a testator, who
creates a trust or contributes property to a trust. If more than
one person creates or contributes property to a trust, each
person is a settlor of the portion of the trust property
attributable to that person's contribution and of the portion as
to which that person has the power to revoke or withdraw.
(17) 'Spendthrift provision' means a term of a trust that
restrains both voluntary and involuntary transfer of a
beneficiary's interest.
(18) 'State' means a state of the United States, the District
of Columbia, Puerto Rico, the United States Virgin Islands or any
territory or insular possession subject to the jurisdiction of
the United States. 'State' includes an Indian tribe or band
recognized by federal law or formally acknowledged by a state.
(19) 'Terms of a trust' means the manifestation of the
settlor's intent regarding a trust's provisions as expressed in
the trust instrument or as may be established by other evidence
that would be admissible in a judicial proceeding.
(20) 'Trust instrument' means an instrument executed by a
settlor that contains terms of the trust, including any
amendments to the instrument.
(21) 'Trustee' means an original trustee, an additional
trustee, a successor trustee or a cotrustee.
SECTION 17. ORS 205.010 is amended to read:
205.010. (1) As used in the statutes of this state in reference
to a chattel mortgage and action by the appropriate recording
officer, 'record,' 'recorded' and 'recording' mean ' record or
file,' 'recorded or filed' or 'recording or filing,' as the
context requires.
(2) As used in this chapter:
(a) 'Person' means an individual, organization, corporation,
government, governmental subdivision or agency, business trust,
{ - estate, trust, - } partnership or association, two or more
persons having a joint or common interest or any other legal or
commercial entity.
(b) 'Text' includes the words contained in the body of an
instrument to be recorded and the names of the transactions
contained in the instrument. The term does not include
instructions for completing the instrument, form numbers or
statutory references.
(c) 'Transaction' means an action, including but not limited to
a transfer, encumbrance or release affecting title to or an
interest in real property, that is required or permitted by state
law or rule or federal law or regulation to be recorded.
SECTION 18. ORS 520.005 is amended to read:
520.005. As used in this chapter, unless the context requires
otherwise:
(1) 'Condensate' means liquid hydrocarbons that were originally
in the gaseous phase in the reservoir.
(2) 'Field' means the general area underlaid by one or more
pools.
(3) 'Gas' means all natural gas and all other fluid
hydrocarbons not defined as oil in subsection (5) of this
section, including condensate originally in the gaseous phase in
the reservoir.
(4) 'Information hole' means a hole drilled for information
purposes only, including but not limited to core holes,
stratigraphic holes or other test holes.
(5) 'Oil' means crude petroleum oil and all other hydrocarbons,
regardless of gravity, that are produced in liquid form by
ordinary production methods, but does not include liquid
hydrocarbons that were originally in a gaseous phase in the
reservoir.
(6) 'Person' means any natural person, partnership,
corporation, association, receiver, { - trustee, - } guardian,
fiduciary, { - executor, - } administrator, representative of
any kind, or the State of Oregon and any public body as defined
in ORS 174.109.
(7) 'Pool' means an underground reservoir containing a common
accumulation of oil and natural gas. A zone of a structure that
is completely separated from any other zone in the same structure
is a pool.
(8) 'Owner' means a person who has the right to drill into and
to produce from any pool and to appropriate the oil or gas
produced therefrom either for others, for the person or for the
person and others.
(9) 'Protect correlative rights' means that the action or
regulation by the board affords a reasonable opportunity to each
person entitled thereto to recover or receive the oil or gas in
the tract or tracts of the person or the equivalent thereof,
without being required to drill unnecessary wells or to incur
other unnecessary expense to recover or receive such oil or gas
or its equivalent.
(10) 'Seismic program' means the collection of seismic
exploration data through a continuous field operation.
(11) 'Sidetrack' means to reenter a well from the well's
surface location with drilling equipment for the purpose of
deviating from the existing well bore to achieve production from
an alternate zone or bottom hole location, or to remedy an
engineering problem encountered in the existing well bore.
(12) 'Unit area' means one or more pools or parts thereof under
unit operation pursuant to ORS 520.260 to 520.330 and 520.230
(2).
(13) 'Underground reservoir' means any subsurface sand, strata,
formation, aquifer, cavern or void whether natural or
artificially created, suitable for the injection and storage of
natural gas therein and the withdrawal of natural gas therefrom,
but excluding a pool.
(14) 'Underground storage' means the process of injecting and
storing natural gas within and withdrawing natural gas from an
underground reservoir.
(15) 'Waste of oil or gas' means:
(a) The inefficient, excessive or improper use or dissipation
of reservoir energy of any pool, or the locating, spacing,
drilling, equipping, operating or producing of any oil well or
gas well in a manner that results or may result in reducing the
quantity of oil or gas ultimately recoverable from any pool; or
(b) The inefficient storing of oil and the locating, spacing,
drilling, equipping, operating or producing of oil wells or gas
wells in a manner that causes or may cause unnecessary or
excessive surface loss or destruction of oil or gas.
(16)(a) 'Well' means a well drilled for the purpose of
producing or storing oil or gas or other gaseous substances,
reservoir pressure maintenance, disposal of produced fluids, and
injection of water as part of a water flood.
(b) 'Well' includes a well drilled in search of a new or
undiscovered pool, or with the intent of extending the limits of
a developed pool.
(c) 'Well' does not include an information hole or a hole
drilled as part of a seismic program.
SECTION 19. ORS 648.005 is amended to read:
648.005. As used in this chapter:
(1) 'Assumed business name' means one or more words or
numerals, or a combination of words and numerals, that a person
uses to identify any business that the person carries on,
conducts or transacts, if at the time and place that the person
carries on, conducts or transacts the business, the person does
not conspicuously disclose the real and true name of each person
who is carrying on, conducting or transacting the business. Any
name that a person uses to identify a business that includes a
word or phrase that suggests the existence of additional owners,
such as ' Company,' '& Company,' '& Daughters,' '& Associates,'
or a similar word or phrase, is an assumed business name, unless
it is the real and true name of the person that carries on,
conducts or transacts the business.
(2) 'Business' includes activity carried on, conducted or
transacted by or on behalf of nonprofit, social, fraternal and
charitable entities and unincorporated associations, as well as
activity carried on, conducted or transacted for commercial gain.
(3) 'Carry on, conduct or transact business' means:
(a) To sell or to lease to another, real estate, goods,
intangible property or services;
(b) To purchase or to lease from another, real estate, goods,
intangible property or services;
(c) To solicit an investment in or a donation to a business;
(d) Knowingly to permit another person to solicit an investment
in or a donation to a business in which one has an interest; or
(e) To apply for an extension of credit.
(4) 'Entity' includes a foreign or domestic corporation,
foreign or domestic nonprofit corporation, foreign or domestic
profit or nonprofit unincorporated association, foreign or
domestic business trust, { - foreign or domestic estate, - }
foreign or domestic limited partnership, foreign or domestic
general partnership, foreign or domestic limited liability
company,
{ - foreign or domestic business trust, - } two or more
persons having a joint or common economic interest, any state,
the United States or any foreign government.
(5) 'Person' includes individual and entity.
(6) 'Real and true name' means:
(a) The surname of an individual coupled with a combination of
the individual's given names and initials;
(b) The corporate name of a domestic corporation stated in the
articles of incorporation or amendment filed with the Office of
the Secretary of State or the corporate name of a foreign
corporation as stated under ORS 60.707 (1);
(c) The name of a foreign or domestic limited partnership
stated in the documents filed with the Office of the Secretary of
State under ORS chapter 70;
(d) The name of a foreign or domestic limited liability company
stated in the documents filed with the Office of the Secretary of
State under ORS chapter 63;
(e) The name of a foreign or domestic nonprofit corporation
stated in the documents filed with the Office of the Secretary of
State under ORS chapter 65;
(f) The name of a foreign or domestic general partnership
stated in any documents filed with the Office of the Secretary of
State under this chapter; or
(g) The name of a foreign or domestic business trust or estate
stated in any documents filed with the Office of the Secretary of
State.
(7) 'Service mark' has the meaning given in ORS 647.005.
----------