Oregon Statutes 63.487 – Action on plan of merger
(1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows:
Terms Used In Oregon Statutes 63.487
- Articles of organization: means the document described in ORS § 63. See Oregon Statutes 63.001
- Entity: means a domestic or foreign limited liability company, corporation, professional corporation, foreign corporation, domestic or foreign nonprofit corporation, domestic or foreign cooperative corporation, profit or nonprofit unincorporated association, business trust, domestic or foreign general or limited partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government or any foreign government. See Oregon Statutes 63.001
- Operating agreement: means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability company's business. See Oregon Statutes 63.001
- Party: includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. See Oregon Statutes 63.001
(a) In the case of a limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement.
(b) In the case of a business entity other than a limited liability company, as provided by the statutes governing that business entity.
(2) After a merger is authorized, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights:
(a) By the limited liability company, without further action by the members, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the managers.
(b) By a party to the merger that is not a limited liability company, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1993 c.173 § 91; 1999 c.362 § 37]