Oregon Statutes 65.451 – Restated articles of incorporation
(1) A corporation‘s board of directors may restate the corporation‘s articles of incorporation at any time with or without approval by the members entitled to vote on articles of incorporation or any other person.
Terms Used In Oregon Statutes 65.451
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- approval by the members: means approved or ratified by members entitled to vote on an issue through either:
(a) The affirmative vote of a majority of the votes of the members represented and voting at a duly held meeting at which a quorum is present or the affirmative vote of a greater proportion including the votes of any required proportion of the members of any class as the articles of incorporation, 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. See Oregon Statutes 65.001
- Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
- Board of directors: means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals. See Oregon Statutes 65.001
- 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.
- Corporation: means a domestic corporation or a foreign corporation. See Oregon Statutes 65.001
- Deliver: means to transfer by any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. See Oregon Statutes 65.001
- Membership: means the rights and obligations a member has under this chapter. See Oregon Statutes 65.001
- Notice: means a notice described in ORS § 65. See Oregon Statutes 65.001
- Person: means an individual or an entity. See Oregon Statutes 65.001
- Vote: means an authorization by written ballot or written consent, where permitted, or by another method that a corporation specifies as an authorization. See Oregon Statutes 65.001
- Written: means embodied as a document. See Oregon Statutes 65.001
(2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members entitled to vote on articles of incorporation or any other person, the restatement must be adopted as provided in ORS § 65.437.
(3) If the board seeks to have the restatement approved by the members entitled to vote on articles of incorporation at a membership meeting, the corporation shall give to the members entitled to vote on articles of incorporation written notice of the proposed membership meeting in accordance with ORS § 65.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change the restatement would make in the articles of incorporation.
(4) If the board of directors seeks to have the restatement approved by the members entitled to vote on articles of incorporation by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change the restatement would make in the articles of incorporation.
(5) A restatement requiring approval by the members entitled to vote on articles of incorporation must be approved by the same vote as an amendment to articles of incorporation under ORS § 65.437.
(6) A corporation restating the corporation’s articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(a) Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members entitled to vote on articles of incorporation or any other person other than the board of directors and, if the restatement does not, that the board of directors adopted the restatement, or if the restatement contains an amendment to the articles of incorporation requiring approval by the members entitled to vote on articles of incorporation, the information required by ORS § 65.447; and
(b) If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required pursuant to ORS § 65.467, a statement that such approval was obtained.
(7) Restated articles of incorporation must include all statements required to be included in original articles of incorporation except that a statement is not required to be made with respect to:
(a) The names and addresses of the incorporators or the initial or present registered office or agent; or
(b) The mailing address of the corporation if an annual report has been filed with the Secretary of State.
(8) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation.
(9) The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection (6) of this section. [1989 c.1010 § 112; 2005 c.22 § 47; 2019 c.174 § 77]