Oregon Statutes 65.434 – Amendment by directors
(1) Unless a corporation‘s articles of incorporation provide otherwise, the corporation‘s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without member approval:
Terms Used In Oregon Statutes 65.434
- 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.
- 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
- Director: means an individual who acts as a member of the board of directors, who has a right to vote on questions concerning the management and regulation of a corporation's affairs and who is:
(a) An appointed director;
(b) A designated director; or
(c) A director elected by the incorporators, directors or members. 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
- Mutual benefit corporation: means a domestic corporation that is organized to serve and operates primarily to serve the mutual interests of a group of persons, but is not a public benefit corporation or religious corporation. See Oregon Statutes 65.001
- Notice: means a notice described in ORS § 65. See Oregon Statutes 65.001
- Public benefit corporation: means a domestic corporation that:
(a) Is formed as a public benefit corporation under ORS § 65. See Oregon Statutes 65.001
- Religious corporation: means a domestic corporation that is formed as a religious corporation under ORS § 65. 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
(a) To extend the duration of the corporation if the corporation was incorporated at a time when limited duration was required by law;
(b) To delete the names and addresses of the initial directors and incorporators;
(c) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(d) To delete the mailing address if an annual report has been filed with the Secretary of State;
(e) To change the corporate name by adding, changing or deleting the word ‘corporation,’ ‘incorporated,’ ‘company,’ ‘limited’ or the abbreviation ‘corp.,’ ‘inc.,’ ‘co.’ or ‘ltd.,’ for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name;
(f) To include a statement of whether the corporation is a public benefit corporation, mutual benefit corporation or religious corporation; or
(g) To make any other change expressly permitted by this chapter to be made by director action.
(2) If a corporation does not have members entitled to vote on articles of incorporation, the corporation’s incorporators, until directors have been chosen, and thereafter the corporation’s board of directors, may adopt one or more amendments to the corporation’s articles of incorporation subject to any approval required pursuant to ORS § 65.467. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with ORS § 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Unless the articles of incorporation or bylaws require a greater vote or the board of directors requires a greater vote, the amendment must be approved by a majority of the directors voting on the amendment. [1989 c.1010 § 108; 1991 c.231 § 10; 2019 c.174 § 73]