Oregon Statutes 60.282 – Notice of ratification by board of directors
(1)(a) Except as provided in paragraph (b) of this subsection, unless the shareholders of a corporation must approve a ratification of a defective corporate action under ORS § 60.276 (3), the corporation shall send notice of the ratification to each person, whether or not the person may vote, that holds valid and putative shares of the corporation on:
Terms Used In Oregon Statutes 60.282
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Person: means an individual or entity. See Oregon Statutes 60.001
- United States: means the federal government or a district, authority, bureau, commission, department or any other agency of the United States. See Oregon Statutes 60.001
(A) The later of the date on which the board of directors ratified the defective corporate action or the shareholders approved the ratification; and
(B) The date of the defective corporate action.
(b) A corporation need not send notice to a person that holds valid or putative shares if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice.
(2) A notice under subsection (1) of this section must:
(a) Provide a copy of the action the board of directors took and the information required under ORS § 60.276.
(b)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS § 60.291. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice.
(B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS § 60.291, the notice must:
(i) State the date on which the corporation anticipates that a person must bring an action; or
(ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation.
(3) A corporation need not send a notice under this section with respect to a ratification that the corporation must submit to shareholders for approval if the corporation sends notice in accordance with ORS § 60.279.
(4) A corporation may send a notice required under this section by any method permitted under ORS § 60.034 and, for any corporation that is subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as in effect on January 1, 2020, by filing notice with the United States Securities and Exchange Commission. [2019 c.325 § 6]