Oregon Statutes 65.447 – Articles of amendment
A corporation amending the corporation‘s articles of incorporation shall deliver for filing to the Secretary of State articles of amendment setting forth:
Terms Used In Oregon Statutes 65.447
- 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
- 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
- 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
- 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
(1) The name of the corporation.
(2) The text of each amendment adopted.
(3) The date of each amendment’s adoption.
(4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators.
(5) If approval by members entitled to vote on articles of incorporation was required:
(a) The designation and number of members of, and number of votes entitled to be cast by, each class entitled to vote separately on the amendment; and
(b) The total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment.
(6) If approval of the amendment by some person or persons other than the members entitled to vote on articles of incorporation, the board of directors or the incorporators is required pursuant to ORS § 65.467, a statement that the approval was obtained. [1989 c.1010 § 111; 2019 c.174 § 76]