As used in this chapter:

(1) ‘Anniversary’ means the day each year that is exactly one or more years after:

(a) The date on which the Secretary of State files the articles of incorporation for a domestic corporation.

(b) The date on which the Secretary of State files an application for authority to transact business for a foreign corporation.

(2) ‘Articles of incorporation’ means the articles described in ORS § 60.047, amended and restated articles of incorporation, articles of conversion or articles of merger.

(3) ‘Authorized shares’ means the shares of all classes that a domestic or foreign corporation is authorized to issue.

(4) ‘Conspicuous’ means written, printed, typed, displayed or otherwise presented so that a reasonable person against whom a writing is to operate should have noticed the writing as a consequence of a use of a method to draw attention to the writing, such as italics, boldface, contrasting color, capitalization or underlining.

(5) ‘Corporation’ or ‘domestic corporation’ means a corporation for profit that is incorporated under or subject to the provisions of this chapter and that is not a foreign corporation.

(6) ‘Delivery’ means any method of delivery used in conventional commercial practice, including by hand, mail, commercial delivery and, in accordance with ORS § 60.034, electronic transmission.

(7) ‘Distribution’ means a direct or indirect transfer of money or other property, except of a corporation’s own shares, or a corporation’s incurrence of indebtedness to or for the benefit of the corporation’s shareholders in respect of any of the corporation’s shares, in the form of a declaration or payment of a dividend, a purchase, redemption or other acquisition of shares, a distribution of indebtedness, or otherwise.

(8) ‘Document’ means:

(a) A medium that embodies information in tangible form, including any writing or written instrument; or

(b) An electronic medium that embodies information that a person may retain, retrieve and reproduce, in tangible form or otherwise, by means of an automated process that is used in conventional commercial practice, except as otherwise provided in ORS § 60.034 (4)(c).

(9) ‘Domestic limited liability company’ means an entity that is an unincorporated association that has one or more members and that is organized under ORS Chapter 63.

(10) ‘Domestic nonprofit corporation’ means a corporation not for profit that is incorporated under ORS Chapter 65.

(11) ‘Domestic professional corporation’ means a corporation that is organized under ORS Chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS Chapter 58.

(12) ‘Electronic notice revocation’ means a notice in which a person states that the person will not accept delivery of certain communications by means of electronic transmission.

(13) ‘Electronic signature‘ has the meaning given that term in ORS § 84.004.

(14) ‘Electronic transmission’ means a form or process of communication that does not directly involve physically transferring paper or another tangible medium and that enables a recipient to retain, retrieve and reproduce information by means of an automated process that is used in conventional commercial practice, except as provided in ORS § 60.034 (4)(c).

(15) ‘Employee’ includes an officer but not a director, unless the director accepts duties that make the director also an employee.

(16) ‘Entity’ means a corporation, foreign corporation, nonprofit corporation, profit or nonprofit unincorporated association, business trust, 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 and any foreign government.

(17) ‘Foreign corporation’ means a corporation for profit that is incorporated under laws other than the laws of the state.

(18) ‘Foreign limited liability company’ means an entity that is an unincorporated association organized under laws other than the laws of the state and that is organized under a statute under which an association may be formed that affords to each of the entity’s members limited liability with respect to liabilities of the entity.

(19) ‘Foreign nonprofit corporation’ means a corporation not for profit that is organized under laws other than the laws of the state.

(20) ‘Foreign professional corporation’ means a professional corporation that is organized under laws other than the laws of the state.

(21) ‘Governmental subdivision’ includes an authority, county, district and municipality.

(22) ‘Individual’ means a natural person or the estate of an incompetent individual or a deceased individual.

(23) ‘Office,’ when used to refer to the administrative unit directed by the Secretary of State, means the office of the Secretary of State.

(24) ‘Person’ means an individual or entity.

(25)(a) ‘Principal office’ means the physical street address of an office, in or out of this state, where the principal executive offices of a domestic or foreign corporation are located and designated in the annual report or in the application for authority to transact business in this state.

(b) ‘Principal office’ does not include a commercial mail receiving agency, a mail forwarding business or a virtual office.

(26) ‘Proceeding’ means a civil, criminal, administrative or investigatory action.

(27) ‘Record date’ means the date established under this chapter on which a corporation determines the identity of the corporation’s shareholders and their shareholdings for purposes of this chapter.

(28) ‘Remote communication’ means any method by which a person that is not physically present at the location at which a meeting occurs may nevertheless hear or otherwise communicate at substantially the same time with other persons at the meeting and have access to materials necessary to participate or vote in the meeting to the extent of the person’s authorization to participate or vote.

(29) ‘Share’ means a unit into which the proprietary interest in a corporation is divided.

(30) ‘Shareholder’ means a person in whose name a share is registered in the records of a corporation or the beneficial owner of a share to the extent of the rights granted by a nominee certificate on file with a corporation.

(31) ‘Shell entity’ means an entity that has the characteristics described in ORS § 60.661 (1)(a)(C)(i).

(32) ‘Sign’ means to indicate a present intent to authenticate or adopt a document by:

(a) Affixing a symbol to the document;

(b) Inscribing or affixing a manual, facsimile or conformed signature on the document; or

(c) Attaching to, or logically associating with, an electronic transmission any electronic sound, symbol or process, including an electronic signature.

(33) ‘Signature’ means any embodiment of a person’s intent to sign a document.

(34) ‘Single voting group‘ means a voting group, the shares of which are entitled by the articles of incorporation or this chapter to vote generally on a matter.

(35) ‘State,’ when referring to a part of the United States, means a state, commonwealth, territory or insular possession of the United States and the agencies and governmental subdivisions of the state, commonwealth, territory or insular possession.

(36) ‘Subscriber’ means a person who subscribes for shares in a corporation, whether before or after incorporation.

(37) ‘United States’ means the federal government or a district, authority, bureau, commission, department or any other agency of the United States.

(38) ‘Voting group’ means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.

(39) ‘Written’ means embodied as a document. [1987 c.414 § 64; 1989 c.1040 § 2; 1999 c.362 § 3; 1999 c.371 § 2; 2001 c.104 § 16; 2001 c.315 § 32; 2003 c.80 § 1; 2005 c.107 § 1; 2009 c.14 § 1; 2009 c.294 § 4; 2013 c.158 § 19; 2013 c.274 § 1; 2017 c.705 8,8a]

(Filing Documents)