(1) Subject to ORS § 60.777 (3), a shareholder of a corporation may inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in ORS § 60.771 (5) if the shareholder gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy the records.

Terms Used In Oregon Statutes 60.774

  • 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.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • 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 shareholder of a corporation may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) of this section and gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy the records:

(a) Excerpts from minutes of any meeting of the board of directors or a meeting that a committee of the board of directors conducts while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action the shareholders, the board of directors or a committee of the board of directors takes without a meeting, to the extent not subject to inspection under subsection (1) of this section;

(b) Accounting records of the corporation, including tax returns; and

(c) The record of shareholders.

(3) A shareholder may inspect and copy the records identified in subsection (2) of this section only if:

(a) The shareholder’s demand is made in good faith and for a proper purpose;

(b) The shareholder described with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and

(c) The records are directly connected with the shareholder’s purpose.

(4) The right of inspection granted by this section may not be abolished or limited by a corporation’s articles of incorporation or bylaws.

(5) This section does not affect:

(a) The right of a shareholder to inspect records under ORS § 60.224 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

(b) The power of a court, independent of this chapter, to compel the production of corporate records for examination.

(6) For purposes of this section, ‘shareholder’ includes a beneficial owner whose shares are held in a voting trust or by a nominee on behalf of the beneficial owner. [1987 c.52 § 170; 1989 c.1040 § 34; 1993 c.403 § 10; 2017 c.55 § 17]

 

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