Oregon Statutes 65.441 – Class voting by members on amendments
(1) In a public benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would affect the rights of the class as to voting in a manner different from the manner in which the amendment would affect another class or members of another class.
Terms Used In Oregon Statutes 65.441
- 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
- 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
- Class: means a group of memberships that have the same rights, including rights that are determined by a formula that is applied uniformly, with respect to voting, dissolution, redemption and transfer. 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
- 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
- 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
- Voting power: means the total number of votes entitled to be cast on an issue at the time the determination of voting power is made, excluding a vote that is contingent upon a condition or event occurring that has not occurred at the time. See Oregon Statutes 65.001
(2) In a mutual benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would:
(a) Affect the rights, privileges, preferences, restrictions or conditions of the class as to voting, dissolution, redemption or transfer of memberships in a manner different from the manner in which the amendment would affect another class;
(b) Change the rights, privileges, preferences, restrictions or conditions of the class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(c) Increase or decrease the number of memberships authorized for the class;
(d) Increase the number of memberships authorized for another class;
(e) Effect an exchange, reclassification or termination of the memberships of the class; or
(f) Authorize a new class of memberships.
(3) In a religious corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation only if a class vote is provided for in the articles of incorporation or bylaws.
(4) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation of a public benefit corporation or mutual benefit corporation, the amendment must be approved by the members of each class entitled to vote on articles of incorporation that would be created by the amendment.
(5)(a) Except as provided in the articles of incorporation or bylaws of a mutual benefit corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by the members of the class entitled to vote on articles of incorporation by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(b) Except as provided in the articles of incorporation or bylaws of a public benefit corporation or religious corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by a majority of the members of the class entitled to vote on articles of incorporation.
(6) A class of members of a public benefit corporation or mutual benefit corporation is entitled to the voting rights granted by this section although the articles of incorporation and bylaws provide that the class may not vote on the proposed amendment. [1989 c.1010 § 110; 2019 c.174 § 75]