Oregon Statutes 65.260 – Definitions for ORS 65.260 to 65.281
As used in ORS § 65.260 to 65.281:
Terms Used In Oregon Statutes 65.260
- 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
- Bylaws: means a set of provisions for managing and regulating a corporation's affairs that the corporation must adopt under ORS § 65. 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
- Member: means a person that is entitled, under a domestic corporation's or foreign corporation's articles of incorporation or bylaws, to exercise any of the rights described in ORS § 65. 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
- Proceeding: means a civil, criminal, administrative or investigatory action. See Oregon Statutes 65.001
(1) ‘Corporate action’ means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation‘s behalf.
(2) ‘Corrected corporate action’ means a corporate action that a corporation ratifies in accordance with ORS § 65.260 to 65.281.
(3) ‘Date of the defective corporate action’ means the date, or the approximate date, on which a corporation took a defective corporate action.
(4) ‘Defective corporate action’ means an action that, but for a failure of authorization, is within the corporation’s power to take and would have been within the corporation’s power to take at the time the corporation took the action.
(5) ‘Effective date of validation’ means, irrespective of a filing or the pendency of a judicial proceeding under ORS § 65.281 and unless a court orders otherwise, the later of the time at which:
(a) The members of the corporation approve a ratification of a defective corporate action or, if the ratification does not require member approval, the date on which the notice described in ORS § 65.272 becomes effective in accordance with ORS § 65.034; or
(b) Articles of validation filed in accordance with ORS § 65.278 become effective.
(6) ‘Failure of authorization’ means a failure to authorize, approve or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party if, and to the extent that, the failure renders the corporate action void or voidable. [2019 c.325 § 11]