75th OREGON LEGISLATIVE ASSEMBLY--2009 Regular Session
 
 
                            Enrolled
 
                         House Bill 2353
 
Ordered printed by the Speaker pursuant to House Rule 12.00A (5).
  Presession filed (at the request of House Interim Committee on
  Judiciary)
 
 
                     CHAPTER ................
 
 
                             AN ACT
 
 
Relating to special meetings of shareholders; creating new
  provisions; and amending ORS 60.204.
 
Be It Enacted by the People of the State of Oregon:
 
  SECTION 1. ORS 60.204 is amended to read:
  60.204. (1) A corporation shall hold a special meeting of
shareholders:
  (a) On call of   { - its - }  { +  the + } board of
directors { +  of the corporation + } or   { - the person or
persons - }  { +  a person + } authorized to do so by the
articles of incorporation or bylaws; or
  (b) Except as provided in this paragraph { +  and in subsection
(2) of this section + }, if the holders of at least 10 percent of
all votes entitled to be cast on any issue proposed   { - to be
considered - }  { +  for consideration + } at the proposed
special meeting sign, date and deliver to the corporation's
secretary one or more written demands for the meeting describing
the purpose or purposes for which   { - it - }  { +  the
meeting + } is to be held. The articles of incorporation may fix
a lower percentage or a higher percentage not exceeding 25
percent of all the votes entitled to be cast on any issue
proposed   { - to be considered - }  { +  for consideration + }.
Unless otherwise provided in the articles of incorporation,
 { - a written demand for a special meeting may be revoked by a
writing to that effect signed by - }  a shareholder who signed
the original demand { +  for a special meeting may revoke the
shareholder's demand by signing a writing that contains a
revocation. The revocation is effective if  + }  { - , and
received by the corporation prior to the receipt by - }  { +  the
corporation receives the writing before + } the corporation
 { - of - }  { + receives + } a demand sufficient to require the
 { - holding of - }  { +  corporation to hold + } a special
meeting.
   { +  (2) A publicly traded corporation shall hold a special
meeting at the demand of shareholders of the publicly traded
corporation only if the articles of incorporation or bylaws
authorize the shareholders to demand a special meeting. The
articles of incorporation or bylaws may also specify what
percentage of votes entitled to be cast on an issue proposed for
consideration at the special meeting will be necessary to require
the publicly traded corporation to hold the special meeting. + }
 
 
Enrolled House Bill 2353 (HB 2353-A)                       Page 1
 
 
 
    { - (2) - }  { +  (3) + } If not otherwise fixed under ORS
60.207 or 60.221, the record date for determining shareholders
entitled to demand a special meeting is the date the first
shareholder signs the demand.
    { - (3) - }  { +  (4) + } Special shareholders' meetings may
be held in or out of this state at the place stated in or fixed
in accordance with the bylaws. If no place is stated or fixed in
accordance with the bylaws, special meetings shall be held at the
corporation's principal office.
    { - (4) - }  { +  (5) + } Only business within the purpose or
purposes described in the meeting notice required by ORS 60.214
(3) may be conducted at a special shareholders' meeting.
   { +  (6) As used in this section, 'publicly traded corporation
' means a corporation the shares of which are traded on an
established exchange or securities market that is subject to the
regulatory authority of a state, the United States, a foreign
government or an agency of a state, the United States or a
foreign government. + }
  SECTION 2.  { + The amendments to ORS 60.204 by section 1 of
this 2009 Act apply to special meetings called for or demanded on
or after the effective date of this 2009 Act. + }
                         ----------
 
 
Passed by House February 12, 2009
 
 
      ...........................................................
                                             Chief Clerk of House
 
      ...........................................................
                                                 Speaker of House
 
Passed by Senate May 19, 2009
 
 
      ...........................................................
                                              President of Senate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enrolled House Bill 2353 (HB 2353-A)                       Page 2
 
 
 
 
 
Received by Governor:
 
......M.,............., 2009
 
Approved:
 
......M.,............., 2009
 
 
      ...........................................................
                                                         Governor
 
Filed in Office of Secretary of State:
 
......M.,............., 2009
 
 
      ...........................................................
                                               Secretary of State
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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