Oregon Statutes 65.269 – Quorum; notice to shareholders of proposed ratification
(1) Quorum and voting requirements that applied to the board of directors at the time a corporation took a defective corporate action apply also to the board of directors in taking an action to ratify the defective corporate action.
Terms Used In Oregon Statutes 65.269
- 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
- Contact information: means a street address, a mailing address or an electronic address at which a member or director elects to receive notices and other messages from the corporation. 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
- 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
- Quorum: The number of legislators that must be present to do business.
- Record date: means the date established 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
(2)(a) Except as provided in paragraph (b) of this subsection, if the members of a corporation must, under ORS § 65.266 (3), approve a ratification of a defective corporate action at a meeting, the corporation shall send notice of the meeting to each person, whether or not the person may vote, that is a member of the corporation on:
(A) The record date for notice of the meeting; and
(B) The date of the defective corporate action.
(b) A corporation need not send notice to a person that is a member if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice.
(3) A notice under subsection (2) of this section must:
(a) State that the purpose, or one of the purposes, of the meeting is to consider an approval of the ratification of a defective corporate action.
(b) Include a copy of the action the board of directors took in accordance with, or information required under, ORS § 65.266.
(c)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS § 65.281. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice.
(B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS § 65.281, the notice must:
(i) State the date on which the corporation anticipates that a person must bring an action; or
(ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation.
(4)(a) Except as provided in paragraph (b) of this subsection, if a board of directors’ ratification of a defective corporate action under ORS § 65.266 requires member approval, the quorum and voting requirements that applied to members at the time the members approved the defective corporate action apply also to the members’ approval of the ratification of the defective corporate action.
(b) Member approval of a ratification of an election of a director requires that at a meeting at which a quorum is present the number of votes that members cast that favor the ratification exceeds the number of votes that members cast that oppose the ratification. [2019 c.325 § 14]