Oregon Statutes 65.266 – Ratification by board of directors; procedure; submission to shareholders
(1) Except as provided in ORS § 65.263 (2), a corporation‘s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall:
Terms Used In Oregon Statutes 65.266
- Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
- Board of directors: means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals. See Oregon Statutes 65.001
- Bylaws: means a set of provisions for managing and regulating a corporation's affairs that the corporation must adopt under ORS § 65. See Oregon Statutes 65.001
- 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.
- Corporation: means a domestic corporation or a foreign corporation. See Oregon Statutes 65.001
- Member: means a person that is entitled, under a domestic corporation's or foreign corporation's articles of incorporation or bylaws, to exercise any of the rights described in ORS § 65. See Oregon Statutes 65.001
- Notice: means a notice described in ORS § 65. See Oregon Statutes 65.001
- Person: means an individual or an entity. See Oregon Statutes 65.001
(a) Identify the defective corporate action the proposal seeks to ratify;
(b) State the date on which the defective corporate action occurred;
(c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and
(d) State that the board of directors intends to ratify the defective corporate action.
(2) If the board of directors proposes to ratify a defective corporate action that relates to the election under ORS § 65.057 of an initial board of directors, a majority of the individuals who are exercising the powers of the corporation’s directors, in a notice of the proposal to ratify the defective corporate action, shall:
(a) Identify the person or persons who first took action in the name of the corporation as the initial board of directors;
(b) State the date on which, as appropriate, the person or persons:
(A) First took the action; or
(B) Were purportedly elected as the initial board of directors;
(c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and
(d) State that the board of directors intends to ratify the defective corporate action.
(3) If the board of directors takes action to ratify a defective corporate action, the board shall submit the ratification to the members of the corporation, if any, for approval in accordance with ORS § 65.269 if a provision of this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party requires member approval of the ratification or would have required member approval of the defective corporate action on the date of the defective corporate action.
(4) Unless the proposal for ratification under subsection (1) of this section provides otherwise, after the board of directors ratifies the defective corporate action and the members, if required, approve the ratification, the board of directors may abandon the ratification at any time before the effective date of validation without further action from the members. [2019 c.325 § 13]