Oregon Statutes 60.237 – Corporations acceptance or rejection of votes, consents, waivers or proxy authorizations
(1) If the name signed on a vote, consent, waiver or proxy authorization corresponds to the name of a shareholder, a corporation, if acting in good faith, may accept the vote, consent, waiver or proxy authorization and give the vote, consent, waiver or proxy authorization effect as the act of the shareholder.
Terms Used In Oregon Statutes 60.237
- Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- 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.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Entity: means a corporation, foreign corporation, nonprofit corporation, profit or nonprofit unincorporated association, business trust, partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign government. See Oregon Statutes 60.001
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Executor: A male person named in a will to carry out the decedent
- Fiduciary: A trustee, executor, or administrator.
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Person: means an individual or entity. See Oregon Statutes 60.001
- Shareholder: means a person in whose name a share is registered in the records of a corporation or the beneficial owner of a share to the extent of the rights granted by a nominee certificate on file with a corporation. See Oregon Statutes 60.001
- Sign: means to indicate a present intent to authenticate or adopt a document by:
(a) Affixing a symbol to the document;
(b) Inscribing or affixing a manual, facsimile or conformed signature on the document; or
(c) Attaching to, or logically associating with, an electronic transmission any electronic sound, symbol or process, including an electronic signature. See Oregon Statutes 60.001
- Signature: means any embodiment of a person's intent to sign a document. See Oregon Statutes 60.001
- Trustee: A person or institution holding and administering property in trust.
(2) If the name signed on a vote, consent, waiver or proxy authorization does not correspond to the name of a shareholder, the corporation, if acting in good faith, may nevertheless accept the vote, consent, waiver or proxy authorization and give the vote, consent, waiver or proxy authorization effect as the act of the shareholder if:
(a) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
(b) The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy authorization;
(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy authorization;
(d) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy authorization; or
(e) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.
(3) The corporation is entitled to reject a vote, consent, waiver or proxy authorization if:
(a) The secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature on the vote, consent, waiver or proxy authorization or about the signatory’s authority to sign for the shareholder; or
(b) The shares of the corporation are registered under ORS Chapter 59 or under federal securities law and the shareholder has failed to comply with the disclosure requirements identified in 15 U.S.C. § 78m(d) or 78p(a) with respect to the registered corporation.
(4)(a) A corporation that rejects a vote, consent, waiver or proxy authorization because a shareholder failed to comply with the disclosure requirements identified in subsection (3)(b) of this section shall reject a vote, consent, waiver or proxy authorization from each shareholder that fails to comply with the disclosure requirements.
(b) A corporation may not continue to reject a vote, consent, waiver or proxy authorization because a shareholder failed to comply with the disclosure requirements identified in subsection (3)(b) of this section after the shareholder complies with the disclosure requirements.
(5) A corporation and the corporation’s officer or agent who accepts or rejects a vote, consent, waiver or proxy authorization in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(6) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy authorization under this section is valid unless a court of competent jurisdiction determines otherwise. [1987 c.52 § 60; 1999 c.371 § 3; 2016 c.39 § 1]