Oregon Statutes 60.447 – Articles of amendment
(1) A corporation amending its articles of incorporation shall deliver articles of amendment to the office for filing.
Terms Used In Oregon Statutes 60.447
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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
- 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. See Oregon Statutes 60.001
(2) Articles of amendment shall contain:
(a) The name of the corporation;
(b) The text of each amendment adopted;
(c) If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
(d) The date of each amendment’s adoption;
(e) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and a statement that shareholder action was not required; and
(f) If an amendment was approved by the shareholders:
(A) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment; and
(B) The total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment. [1987 c.52 § 108]