Oregon Statutes 60.771 – Corporate records
(1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s shareholders and board of directors, a record of all actions that the shareholders or board of directors takes without a meeting and a record of all actions that a committee of the board of directors takes in place of the board of directors on behalf of the corporation.
Terms Used In Oregon Statutes 60.771
- 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.
- 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. 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
- Written: means embodied as a document. See Oregon Statutes 60.001
(2) A corporation shall maintain appropriate accounting records.
(3) A corporation or the corporation’s agent shall maintain a record of the corporation’s shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and class of shares each shareholder holds.
(4) A corporation shall maintain the corporation’s records as documents capable of conversion into a tangible written form within a reasonable time.
(5) A corporation shall keep a copy of the following records at the corporation’s principal office or registered office:
(a) The articles or restated articles of incorporation and all amendments to the articles of incorporation or restated articles of incorporation that are currently in effect;
(b) The corporation’s bylaws or restated bylaws and all amendments to the bylaws or restated bylaws that are currently in effect;
(c) Resolutions that the corporation’s board of directors adopts to create one or more classes or series of shares and fixing the relative rights, preferences and limitations for each class or series, if shares issued pursuant to those resolutions are outstanding;
(d) The minutes of all shareholders’ meetings and records of all action that shareholders take without a meeting, for the past three years;
(e) All written communications to shareholders generally within the past three years;
(f) A list of the names and business addresses of the corporation’s current directors and officers; and
(g) The corporation’s most recent annual report delivered to the Secretary of State under ORS § 60.787. [1987 c.52 § 169; 2017 c.55 § 16]