Oregon Statutes 60.627 – Dissolution by board of directors and shareholders
(1) A corporation‘s board of directors may propose dissolution for submission to the shareholders.
Terms Used In Oregon Statutes 60.627
- Articles of incorporation: means the articles described in ORS § 60. See Oregon Statutes 60.001
- 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.
- 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
(2) For a proposal to dissolve to be adopted:
(a) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(b) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (5) of this section.
(3) The board of directors may condition its submission of the proposal for dissolution on any basis.
(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with ORS § 60.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
(5) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (3) of this section, require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on the proposal. [1987 c.52 § 140]