Oregon Statutes 60.434 – Amendment by board of directors
Unless the articles of incorporation provide otherwise, a corporation‘s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action to:
Terms Used In Oregon Statutes 60.434
- 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.
- 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) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) Delete the names and addresses of the initial directors;
(3) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the office of the Secretary of State;
(4) Delete the mailing address if an annual report has been filed with the office of the Secretary of State;
(5) Change the corporate name by substituting the word ‘corporation,’ ‘incorporated,’ ‘company,’ ‘limited,’ or the abbreviation ‘corp.,’ ‘inc.,’ ‘co.’ or ‘ltd.,’ for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;
(6) In the case of a corporation registered as an open-end investment company under the Investment Company Act of 1940, as amended, increase or decrease the number of shares the corporation is authorized to issue; or
(7) Make any other change expressly permitted by this chapter to be made without shareholder action. [1987 c.52 § 104; 1989 c.1040 § 23; 1991 c.883 § 8; 1997 c.249 § 25]