Oregon Statutes 60.270 – Definitions for ORS 60.270 to 60.291
As used in ORS § 60.270 to 60.291:
Terms Used In Oregon Statutes 60.270
- Articles of incorporation: means the articles described in ORS § 60. See Oregon Statutes 60.001
- 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.
- Person: means an individual or entity. See Oregon Statutes 60.001
- Proceeding: means a civil, criminal, administrative or investigatory action. See Oregon Statutes 60.001
- Share: means a unit into which the proprietary interest in a corporation is divided. See Oregon Statutes 60.001
- 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. See Oregon Statutes 60.001
(1) ‘Corporate action’ means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation’s behalf.
(2) ‘Corrected corporate action’ means a corporate action that a corporation ratifies in accordance with ORS § 60.270 to 60.291.
(3) ‘Date of the defective corporate action’ means the date, or the approximate date, on which a corporation took a defective corporate action.
(4) ‘Defective corporate action’ means:
(a) An action that, but for a failure of authorization, is within the corporation’s power to take and would have been within the corporation’s power to take at the time the corporation took the action; and
(b) An overissue.
(5) ‘Effective date of validation’ means, irrespective of a filing or the pendency of a judicial proceeding under ORS § 60.291 and unless a court orders otherwise, the later of the time at which:
(a) The shareholders of the corporation approve a ratification of a defective corporate action or, if the ratification does not require shareholder approval, the date on which the notice described in ORS § 60.282 becomes effective in accordance with ORS § 60.034; or
(b) Articles of validation filed in accordance with ORS § 60.288 become effective.
(6) ‘Failure of authorization’ means a failure to authorize, approve or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party if, and to the extent that, the failure renders the corporate action void or voidable.
(7) ‘Overissue’ means an issuance of shares of a class or series of the corporation that:
(a) Exceeds the number of shares of a class or series that the corporation has the power to issue under ORS § 60.131 at the time the corporation issued the shares; or
(b) The corporation’s articles of incorporation do not authorize.
(8) ‘Putative share‘ means a share of any class or series of the corporation that the corporation created or issued as a result of a defective corporate action, including a share the corporation issued upon an exercise of rights, warrants or other securities that are convertible into shares of the corporation or interests with respect to shares of the corporation, and that:
(a) Would be a valid share, but for the defective corporate action; or
(b) The board of directors cannot determine to be a valid share.
(9) ‘Valid share’ means a share of any class or series of the corporation that the corporation duly authorizes and validly issues in accordance with this chapter, including an authorization and issuance that is a result of a ratification or validation under ORS § 60.270 to 60.291. [2019 c.325 § 2]