private corporations generally

Chapter 57

Private Corporations Generally

SHORT TITLE AND DEFINITIONS

57002 Short title57004 Definitions

SUBSTANTIVE PROVISIONS

57025 Purposes for which corporations may beorganized

57030 General powers57035 Right of corporation to acquire and dispose

of its own shares

57040 Defense of ultra wires

57045 Corporate name57050 Reserved name

57055 Registered name57060 Renewal of registered name57065 Registered office and registered agent57070 Change of registered office or registered

agent57075 Service of process on corporation57080 Authorized shares

57085 Issuance of shares of preferred or specialclasses in series

57090 Subscriptions for shares57100 Consideration for shares

57106 Payment for shares57111 Determination of amount of stated capital57116 Expenses of organization reorganization

and financing57121 Certificates representing shares57126 Issuance of fractional shares or scrip57131 Liability of subscribers and shareholders57136 Shareholderspreemptive rights57141 Bylaws57145 Meetings of shareholders57150 Notice of shareholders meetings57155 Closing transfer books and fixing record

date

57160 Voting list57165 Quorum of shareholders57170 Voting of shares57175 Voting trust57180 Board of directors57185 Number and election of directors57190 Classification of directors57195 Vacancies in board of directors57200 Quorum of directors57206 Executive committee57211 Place and notice of directors meetings57216 Dividends

57221 Distributions in partial liquidation57226 Loans

57231 Liability of directors in certain cases57236 Officers57241 Removal of officers57246 Books and records

A31ENDMENT OF ARTICLES ANDCHANGE IN SHARES

57355 Right to amend articles of incorporation57360 Procedure to amend articles of incorporation57365 Class voting on amendments57370 Articles of amendment

57375 Filing of articles of amendment57380 Effect of certificate of amendment57385 Restated articles of incorporation57390 Restriction on redemption or purchase of

redeemable shares

57395 Cancelation of redeemable shares by redemption or purchase

57400 Cancelation of other reacquired shares57406 Reduction of stated capital in certain cases57411 Special provisions relating to surplus and

reserves

MERGER AND CONSOLIDATION

57455 Procedure for merger57460 Procedure for consolidation57465 Approval by shareholders57470 Articles of merger or consolidation57475 Effective elate of merger or consolidation57480 Effect of merger or consolidation57485 Merger or consolidation of domestic and

foreign corporations57490 Rights of dissenting shareholders in mer

gers or consolidations

SALE OF ASSETS

57506 Sale or mortgage of assets in regular courseof business

57511 Sale of mortgage of assets other than inregular course of business

57516 Rights of dissenting shareholders upon salelease or exchange of assets

DISSOLUTION

57526

57531

5753657541

5754657551

57556

57560

57565

57570

FORMATION OF CORPORATIONS 57575

57306 Incorporators 57580

57311 Articles of incorporation 57585

57316 Filing of articles of incorporation 57590

57321 Effect of issuance of certificate of incor 57595

porationt

57326 Requirement before commencing business 57600

57331 Organization meeting of directors339

Voluntary dissolution by incorporatorsVoluntary dissolution by consent of share

holders

Voluntary dissolution by act of corporationFiling of statement of intent to dissolveEffect of statement of intent to dissolveProcedure after filing of statement of intent

to dissolve

Revocation of voluntary dissolution proceedings by consent of shareholders

Revocation of voluntary dissolution proceedings by act of corporation

Filing of statement of revocation of Voluntary disolution proceedings

Effect of statement of revocation of voluntary dissolution proceedings

Articles of dissolutionFiling of articles of dissolutionInvoluntary dissolutionVenue and processJurisdiction of court to liquidate assets and

business of corporationProcedure in liquidation of corporation by

court

CH57 CROSS REFERENCES

MISCELLANEOUS PROVISIONS

Powers of Corporation CommissionerAppeal from Corporation CommissionerSanctions and disabilities imposed on

delinquent corporationsCertificates and certified copies to be

received in evidence

Forms to be furnished by CorporationCommissioner

Greater voting requirementsWaiver of notice

Action by shareholders or directors withouta meeting

Liability for unauthorized assumption ofcorporate powers

Application to corporations existing onDecember 31 1953

Corporations incorporated prior to December 31 1953 under special Acts mayincorporate under Oregon Business Corporation Act

Effect of amendment or repeal of OregonBusiness Corporation Act

Effect of repeal of prior ActsIssuance of one certificate to certain owners

of capital stockSales of stock purchasers rights unpaid

subscription issuance of stock for

property and reports as to stock soissued

Offices or principal place of business ofcertain corporations meetings of directors or trustees outside the state

Certain de facto corporations made legalcorporations

Foreign utilities powers of leasing ofrailroads by foreign corporations

Activities of certain foreign corporationsconcerning notes secured by realty

Prerequisites to engaging in activitiesauthorized by ORS 57820

Taxation of foreign corporations by reasonof activities authorized by ORS 57820

PENALTIES

Penalty for signing or filing false statements

Penalty for exercising power of a dissolvedcorporation

Penalty for exercising power of foreigncorporation after revocation of authority

Penalty for doing business for unlicensedforeign corporation

57606 Filing of claims in liquidation proceedings57611 Discontinuance of liquidation proceedings 5777657616 Decree of involuntary dissolution 5777857620 Filing of decree of dissolution 5777957625 Deposit with State Land Board of amount

due certain shareholders 5778157630 Survival of remedy after dissolution

57783FOREIGN CORPORATIONS

57655 Admission of foreign corporation 57786

57660 Powers of foreign corporation 57788

57665 Corporate name of foreign corporation 57791

57670 Change of name by foreign corporation57675 Application for certificate of authority 57793

57680 Filing of application for certificate ofauthority 57796

57685 Effect of certificate of authority57690 Registered office and registered agent of 57797

foreign corporation57695 Change of registered office or registered

agent of foreign corporation57700 Service of process on foreign corporation 57798

57706 Amendment to articles of incorporation offoreign corporation 57799

57711 Merger of foreign corporation authorized 57805

to transact business in this state

57716 Amended certificate of authority 57807

57721 Withdrawal of foreign corporation57726 Filing of application for withdrawal57731 Cause for revocation of certificate of

authority 57809

57735 Procedure for revoking certificate of

authority57740 Application to corporations authorized to 57811

transact business in this state on December 31 1953 57815

57745 Transacting business without certificate ofauthority 57820

ANNUAL REPORTS 57822

57755 Annual statement of domestic and foreign 57824corporations

57757 Filing of annual statement of domestic andforeign corporations

FEES AND CHARGES57991

57761 Fees for filing documents and issuing 57992certificates

57766 Miscellaneous charges 57993

57767 License fees payable by domestic corporations 57994

57769 License fees payable by foreign corporations

CROSS REFERENCES

CROSS REFERENCES

Actions for usurpation of corporate office or franchise and to annul corporate existence and tcprevent person acting as corporation withoutbeing incorporated 30510 30570 30580 3064

Jurisdiction of Oregon courts over corporations14020

State or political subdivision not to be a stockholderConst Art XI 6 and 9

Statutes creating or affecting corporations arpublic 43060

See similar provisions in other chapters relating tspecific types of corporations such as thosetreated in titles 53 to 57

57030

Power of corporation to exchange insurance contracts 749010

570550 Cooperative unauthorized use of term by certain

corporations 6212057075

Service of summons and complaint upon corporations 15080

e 57121

Issuance of one certificate to certain shareholders0 57805

57131

340Liability of shareholders Const Art XI 3

1ru

CROSS REFERENCES CH 57

Sales of stock purchasers rights and obligations 5765557807 Foreign corporations holding and enforcing notes

A b It 57 82057306

Banks incorporators required 707040Church corporations formation 61410 61470

61490 61580 61590District improvement companies formation 554010Insurance companies formation 738010Logging roads and ways corporations formations

768010

secure y rea y

57455

Application of ORS 57455 to 57490 to nonprofitcorporations and corporations without capitalstock 61150

57587

Action by Governor to annual corporate existence30570

Action to annul corporate existence on leave ofcourt 30580

57600

Appointment of receiver authorized 31020

57700

Service of summons and complaint upon corporations 15080

57797

Corporations to be formed under general laws notspecial Const Art XI 2

57815

Condemnation by private corporation Ch 772Railroad regulation Ch 760

57820

Foreign corporations creating evidences of debt andenforcing rights in property securing same57655

57991

Actions to annul corporate existence 30510 3057030580

Fine or forfeiture of charter and franchise for

violation of corrupt practices statutes 260490

341

P CORPORATIO GENERALLY 57030

SHORT TITLE AND DEFINITIONS corporation having a par value that have

57002 Short title ORS 57002 to 57799been issued

b The amount of the considerationand ORS 57991 to 57994 shall be known received by the corporation for all shares ofand may be cited as the Oregon Business the corporation without par value that haveCorporation Act 1953 c549 1 been issued except such part of the con57004 Definitions As used in the Ore sideration therefor as may have been alloca

gon Business Corporation Act unless the ted to capital surplus in a manner permittedcontext otherwise requires the term by law and

1 Articles of incorporation means c Such amounts not included in para

the original or restated articles of incorpora graphs a and b of this subsection as

tion and all amendments thereto and includes have been transferred to stated capital of

articles of merger the corporation whether upon the issue of

2 Authorized shares means theshares as a share dividend or otherwiseminus all reductions from such sum as have

shares of all classes which the corporation been effected in a manner permitted by lawis authorized to issue 12 Subscriber means one who sub

3 Capital surplus means the entire scribes for shares in a corporation whethersurplus of a corporation other than its before or after incorporationearned surplus 13 Surplus means the excess of the

4 Corporation or domestic corpora net assets of a corporation over its statedtion means a corporation for profit subject capitalto the provisions of this chapter except a 14 Treasury shares means sharesforeign corporation of a corporation which have been issued

5 Earned surplus means the portion have been subsequently acquired by andof the surplus of a corporation equal to the belong to the corporation and have notbalance of its net profits income gains and either by reason of the acquisition or therelosses from the date of incorporation orfrom the latest date when a deficit was

after been canceled or restored to the statusof authorized but unissued shares Treasury

eliminated by an application of its capital shares shall be deemed to be issued sharessurplus or stated capital or otherwise after but not outstanding shares 1953 c549 2deducting subsequent distributions to shareholders and transfers to stated capital and 57005 Repealed by 1953 c549 1381capital surplus to the extent such distri 57010 Repealed by 1953 c549 138butions and transfers are made out of earned 57015 Renumbered 57811

surplus20 Repealed by 1953 c549 138

6Foreigncorporation means acorporation for profit or a cooperative associa SUBSTANTIVE PROVISIONStion organized underlaws other than the 57025 Purposes for which corporationslaws of this state except any corporation may be organized or maybe ororganized under the laws of the United ganized under thischapter for any lawfulStates and any corporation which i an purpose or purposes except for the purposeagency ofthe United States of banking or insurance 1953 c549 3

7 Insolvent means inability of a 57030 Geneaalpowers Each corporacorporation to pay its debts as they become tion shall have powerduein the usual course of its business 1 To perpetual succession by its

8 Net assets means the amount by corporate name unless a limited period ofwhich the total assets of a corporation ex duration is stated in its articles of incorpoeluding treasury shares exceed the total ration

debts of the corporation 2 To sue and be sued complain and9 Shareholder means one who is a defend in its corporate name

holder of record of shares in a corporation 3 To have a corporate seal which may10 Shares means the units into be altered at pleasure and to use the same

which the proprietary interests in corpora by causing it or a facsimile thereof to betion are divided impressed or affixed or in any other manner

11 Stated capital means at any reproduced

particular time the sum of 4 To purchase take receive lease ora The par value of all shares of the otherwise acquire own hold improve use

343

57035 CORPORATIONS ASSOCIATIO ANDP

and otherwise deal in and with real or personal property or any interest therein

of another corporation in which it ownsshares of capital stock or of which it is a

Wherever situated creditor against expenses actually and neces5 To sell convey mortgage pledge sarily incurred by him in connection with the

lease exchange transfer and otherwise dis defense of any action suit or proceeding inpose of all or any part of its property and which he is made a party by reason of beingassets or having been such director or officer ex

6 To lend money to its employes other cept in relation to matters as to which hethan its officers and directors and otherwise shall be adjudged in such action suit orassist its employes officers and directors proceeding to be liable for negligence or mis

7 To purchase take receive subscribe conduct in the performance of duty but suchfor or otherwise acquire own hold vote indemnification shall not be deemed excluuse employ sell mortgage lend pledge or sive of any other rights to which such direcotherwise dispose of and otherwise use and for or officer may be entitled under any bydeal in and with shares or other interests law agreement vote of shareholders orin or obligations of other domestic or for otherwise

eign corporations associations partnerships 16 To pay pensions and establish penor individuals or direct or indirect obliga sion plans pension trusts profit sharingtions of the United States or of any other plans stock bonus plans and other incentivegovernment state territory governmental plans for its officers or employesdistrict or municipality or of any instru 17 To cease its corporate activities andmentality thereof surrender its corporate franchise

8 To make contracts and incur liabili 18 To have and exercise all powersties borrow money at such rates of interest necessary or convenient to effect any or allas the corporation may determine issue its of the purposes for which the corporation isnotes bonds and other obligations and se organized 1953 c549 4cure any of its obligations by mortgage orpledge all or any of its property fran

57035 Right of corporation to acquirechises and income and dispose of its own shares A corporation

9 To lend money for its corporate shall have the right to purchase take repurposes invest and reinvest its funds and ceive or otherwise acquire hold own pledgetake and hold real and personal property as transfer or otherwise dispose of its ownsecurity for the payment of funds so loaned shares but it shall not purchase either dior invested rectly or indirectly its own shares except

10 To conduct its business carry on its out of its earned surplus or with the afoperations and have offices and exercise the firmative vote of the holders of at least two

powers granted by this chapter in any state thirds of all shares entitled to vote thereonterritory district or possession of the United out of its capital surplus NotwithstandingStates or in any foreign country the foregoing limitation a corporation may

11 To elect or appoint officers and purchase or otherwise acquire its own sharesagents of the corporation and define their for the purpose ofduties and fix their compensation 1 Eliminating fractional shares

12 To make and alter bylaws not in Collecting or compromising indebtedconsistent with its articles of incorporation ness to the corporationor with the laws of this state for the admin 3 Paying dissenting shareholders enistration and regulation of the affairs of the titled to payment for their shares under the

corporation provisions of this chapter13 To make donations for the public 4 Effecting subject to the other pro

welfare or for charitable scientific or edu visions of this chapter the retirement of itscational purposes and in time of war to redeemable shares by redemption or by purmake donations in aid of war activities chase at not to exceed the redemption price

14 In time of war to transact any law 1953c549 5ful business in aid of the United States in 57040 Defense of ultra wires No act ofthe prosecution of the war a corporation and no conveyance or transfer

15 To indemnify any director or offi of real or personal property to or by a corcer or former director or officer of the cor poration shall be invalid by reason of theporation or any person who may have fact that the corporation was without caserved at its request as a director or officer pacity or power to do such act or to make or

344

lu

PRIVATE CORPORATIONS GENERALLY

receive such conveyance or transfer butsuch lack of capacity or power may beasserted

1 In a proceeding by a shareholderagainst the corporation to enjoin the doingof any act or acts or the transfer of real orpersonal property by or to the corporationIf the unauthorized acts or transfer soughtto be enjoined are being or are to be performed or made pursuant to any contract towhich the corporation is a party the courtmay if all of the parties to the contract areparties to the proceeding and if it deems thesame to be equitable set aside and enjoin theperformance of such contract and in sodoing may allow to the corporation or to theother parties to the contract as the casemay be compensation for the loss or damagesustained by either of them which may resultfrom the action of the court in setting asideand enjoining the performance of such contract but anticipated profits to be derivedfrom the performance of the contract shallnot be awarded by the court as a loss ordamage sustained

2 In a proceeding by the corporationwhether acting directly or through a receiver trustee or other legal representativeor through shareholders in a representativesuit against the incumbent or former officers or directors of the corporation

3 In a proceeding by the Attorney General as provided in this chapter to dissolvethe corporation or in a proceeding by theAttorney General to enjoin the corporationfrom the transaction of unauthorized busi

ness 1953 c549 61

57045 Corporate name 1 The corporate name

a Shall contain the word corporationcompany incorporated or limited orshall contain an abbreviation of one of such

words

b Shall not contain any word or phrasewhich indicates or implies that it is organizedfor any purpose other than one or more ofthe purposes contained in its articles ofincorporation

c Shall not be the same as or deceptively similar to the name of any domesticcorporation existing under the laws of thisstate or any foreign corporation authorizedto transact business in this state or a namethe exclusive right to which is at the timereserved in the manner provided in this chapter or the name of a corporation which has

345

57055

in effect a registration of its corporate nameas provided in this chapter

2 Nothing contained in this sectionshall preclude a corporation from transactingbusiness under an assumed business name

1953 c549 757050 Reserved name 1 The exclu

sive right to the use of a corporate namemay be reserved by

a Any person intending to organize acorporation under this chapter

b Any domestic corporation intendingto change its name

c Any foreign corporation intending tomake application for a certificate of authority to transact business in this state

d Any foreign corporation authorizedto transact business in this state and intend

ing to change its namee Any person intending to organize a

foreign corporation and intending to havesuch corporation make application for a certificate of authority to transact business inthis state

2 The reservation shall be made byfiling with the Corporation Commissioner anapplication to reserve a specified corporatename executed by the applicant If the Corporation Commissioner finds that the nameis available for corporate use he shall reserve the same for the exclusive use of the

applicant for a period of 120 days3 the right to the exclusive use of a

specified corporate name so reserved may betransferred to any other person or corporation by filing in the office of the CorporationCommissioner a notice of such transfer executed by the applicant for whom the namewas reserved and specifying the name andaddress of the transferee 1953 c549 8

57055 Registered name 1 Any corporation organized and existing under thelaws of any state or territory of the UnitedStates may register its corporate name underthis chapter provided its corporate name isnot the same as or deceptively similar tothe name of any domestic corporation existing under the laws of this state or the nameof any foreign corporation authorized totransact business in this state or any corporate name reserved or registered underthis chapter2 Such registration shall be made bya Filing with the Corporation Commis

sioner i an application for registration executed by the corporation by an officer thereof setting forth the name of the corporation

57060 CORPORATIONS ASSOCIATIONS AND PARTNERSHIPS

the state or territory under the laws of whichit is incorporated the date of its incorporation a statement that it is carrying on ordoing business and a brief statement of thebusiness in which it is engaged and ii acertificate setting forth that such corporation is in good standing under the laws of thestate or territory wherein it is organizedexecuted by the Corporation Commissionerof such state or territory or by such otherofficial as may have custody of the recordspertaining to corporations and

b Paying to the Corporation Commissioner a registration fee in the amount of 1for each month or fraction thereof betweenthe date of filing such application and December 31 of the calendar year in which suchapplication is filed

3 Such registration shall be effectiveuntil the close of the calendar year in whichthe application for registration is filed 1953c549 9

57060 Renewal of registered name Acorporation which has in effect a registration of its corporate name may renew suchregistration from year to year by annuallyfiling an application for renewal setting forththe facts required to be set forth in anoriginal application for registration and acertificate of good standing as required forthe original registration and by paying a feeof 10 A renewal application may be filedbetween October 1 and December 31 of each

year and shall extend the registration forthe following calendar year 1953 c549 10

57065 Registered office and registeredagent Each corporation shall have and continuously maintain in this state

1 A registered office which may bebut need not be the same as its place ofbusiness

2 A registered agent which agent maybe either an individual resident in this statewhose business office is identical with such

registered office or a domestic corporationor a foreign corporation authorized to transact business in this state having a businessoffice identical with such registered office1953 c549 111

57070 Change of registered office orregistered agent 1 A corporation maychange its registered office or change itsregistered agent or both upon filing in theoffice of the Corporation Commissioner astatement setting forth

a The name of the corporation

b The address of its then registeredoffice

c If the address of its registered officebe changed the address to which the registered office is to be changed

d The name of its then registeredagent

e If its registered agent be changedthe name of its successor registered agentf That the address of its registered

office and the address of the business office

of its registered agent as changed will beidentical

g That such change was authorized byresolution duly adopted by its board of directors

2 Such statement shall be executed bythe corporation by its president or a vicepresident and verified by him and deliveredto the Corporation Commissioner If the Corporation Commissioner finds that such statement conforms to the provisions of thischapter he shall file such statement in hisoffice and upon such filing the change ofaddress of the registered office or the appointment of a new registered agent orboth as the case may be shall become effective

3 Any person who has been designatedby a corporation as its registered agent forservice of process may file with the Corporation Commissioner a signed statement thathe is unwilling to continue to act as registered agent of such corporation for theservice of process Upon the expiration of30 days after the filing of such statementwith the Corporation Commissioner the capacity of such person as such registeredagent shall terminate Upon the filing of suchstatement the Corporation Commissionerforthwith shall give written notice by mailto such corporation of the filing of suchstatement and the effect thereof whichnotice shall be addressed to such corporationat its principal or home office as shown bythe records of his office 1953 c549 12

57075 Service ofprocess on corporalion 1 The registered agent so appointedby a corporation shall be an agent of suchcorporation upon whom any process noticeor demand required or permitted by law tobe served upon the corporation may beserved

2 Whenever a corporation shall fail toappoint or maintain a registered agent inthis state or whenever its registered agentcannot with reasonable diligence be found

346

is

PRIVATE CORPORATIONS GENERALLY 57085

at the registered office then the Corporation Commissioner shall be an agent of suchcorporation upon whom any such processnotice or demand may be served Service onthe Corporation Commissioner of any suchprocess notice or demand shall be made bydelivering to and leaving with him or withany clerk on duty in the office of the Corporation Commissioner duplicate copies ofsuch process notice or demand In the eventany such process notice or demand is servedon the Corporation Commissioner he shallimmediately cause one of the copies thereofto be forwarded by registered mail addressedto the corporation at its registered officeAny service so had on the Corporation Commissioner shall be returnable in not less than

30 days3 The Corporation Commissioner shall

keep a record of all processes notices anddemands served upon him under sectionand shall record therein the time of suchservice and his action with reference thereto

4 Nothing herein contained shall limitor affect the right to serve any processnotice or demand required or permitted bylaw to be served upon a corporation in anyother manner now or hereafter permitted bylaw 1953 c549 131

57080 Authorized shares 1 Each corporation shall have power to create and issuethe number of shares stated in its articles of

incorporation Such shares may be dividedinto one or more classes any or all of whichclasses may consist of shares with par valueor shares without par value with such designations preferences limitations and relativerights as shall be stated in the articles of incorporation The articles of incorporationmay limit or deny the voting rights of theshares of any class to the extent not inconsistent with the provisions of this chapter

2 Without limiting the authority herein contained a corporation when so providedin its articles of incorporation may issueshares of preferred or special classes

a Subject to the right of the corporation to redeem any of such shares at theprice fixed by the articles of incorporationfor the redemption thereof

b Entitling the holders thereof tocumulative noncumulative or partially cumulative dividends

c Having preference over any otherclass or classes of shares as to the paymentof dividends

d Having preference in the assets of

the corporation over any other class orclasses of shares upon the voluntary or involuntary liquidation of the corporation

e Convertible into shares of any otherclass or into shares of any series of the sameor any other class except a class havingprior or superior rights and preferences as todividends or distribution of assets upon liquidation but shares without par value shallnot be converted into shares with par valueunless that part of the stated capital of thecorporation represented by such shares without par value is at the time of conversion atleast equal to the aggregate par value of theshares into which the shares without parvalue are to be converted 1953c549 14

47

57085 Issuance of shares of preferredor special classes in series 1 If the articlesof incorporation so provide the shares ofany preferred or special class may be dividedinto and issued in series If the shares of anysuch class are to be issued in series theneach series shall be so designated as to distinguish the shares thereof from the sharesof all other series and classes Any or all ofthe series of any such class and the variations in the relative rights and preferencesas between different series may be fixed anddetermined by the articles of incorporationbut all shares of the same class shall be

identical except as to the following relativerights and preferences as to which theremay be variations between different series

a The rate of dividend

b The price at and the terms and conditions on which shares may be redeemed

c The amount payable upon shares inevent of involuntary liquidation

d The amount payable upon shares inevent of voluntary liquidation

e Sinking fund provisions for the redemption of purchase of sharesf The terms and conditions on which

shares may be converted if the shares of anyseries are issued with the privilege of conversion

2 If the articles of incorporation shallexpressly vest authority in the board of directors then to the extent that the articlesof incorporation shall not have establishedseries and fixed and determined the varia

tions in the relative rights and preferences asbetween series the board of directors shallhave authority to divide any or all of suchclasses into series and within the limitationsset forth in this section and in the articles of

incorporation fix and determine the relative


rights and preferences of the shares of anseries so established

3 In order for the board of directors toestablish a series where authority so to dois contained in the articles of incorporationthe board of directors shall adopt a resolution setting forth the designation of theseries and fixing and determining the relative rights and preferences thereof or somuch thereof as shall not be fixed and deter

mined by the articles of incorporation4 Prior to the issue of any shares of a

series established by resolution adopted bythe board of directors the corporation shallfile in the office of the Corporation Commissioner a statement setting forth

a The name of the corporationb A copy of the resolution establishing

arid designating the series and fixing andetermining the relative rights and preferences thereof

c The date of adoption of such resolution

d That such resolution was duly adopted by the board of directors

5 Such statement shall be executed iduplicate by the corporation by its presiden tor a vice president and by its secretary or aassistant secretary and verified by one ofthe officers signing such statement and shallbe delivered to the Corporation Commissioner If the Corporation Commissioner findthat such statement conforms to law heshall when all fees and charges have beepaid as in this chapter prescribed

a Indorse on each of such duplicateoriginals the word Filed and the monthday and year of the filing thereof

b File one of such duplicate originalin his office

c Return the other duplicate originalto the corporation or its representative

6 Upon the filing of such statement bythe Corporation Commissioner the resolution establishing and designating the seriesand fixing and determining the relativerights and preferences thereof shall becomeeffective and shall constitute an amendmentto the articles of incorporation 1953 c54915

57090 Subscriptions for shares 1 Asubscription for shares of a corporation tbe organized shall be irrevocable for a periodof six months unless otherwise provided bythe terms of the subscription agreement ounless all of the subscribers consent to th

revocation of such subscription

y 2 Unless otherwise provided in thesubscription agreement subscriptions forshares whether made before or after theorganization of a corporation shall be paidin full at such time or in such instalmentsand at such times as shall be determined bythe board of directors Any call made by theboard of directors for payment on subscriptions shall be uniform as to all shares of the

same class or as to all shares of the same

series as the case may be In case of defaultin the payment of any instalment or call whensuch payment is due the corporation mayproceed to collect the amount due in the samemanner as any debt due the corporation Thebylaws may prescribe other penalties for failure to pay instalments or calls that may be

r come due but no penalty working a forfeitured of a subscription or of the amounts paid

thereon shall be declared as against any subscriber unless the amount due thereon shall

remain unpaid for a period of 20 days afterwritten demand has been made therefor If

mailed such written demand shall be deemedto be made when deposited in the United

n States mail in a sealed envelope addressedto the subscriber at his last postoffice ad

n dress known to the corporation with postagethereon prepaid In the event of the sale ofany shares by reason of any forfeiture theexcess of proceeds realized over the amount

s due and unpaid on such shares shall be paidto the delinquent subscriber or to his legal

n representative 1953 c549 1657100 Consideration for shares 1

Shares having a par value may be issued forsuch consideration expressed in dollars notless than the par value thereof as shall be

s fixed from time to time by the board ofdirectors

2 Shares without par value may beissued for such consideration expressed indollars as may be fixed from time to time bythe board of directors unless the articles of

incorporation reserve to the shareholders theright to fix the consideration In the eventthat such right be reserved as to any sharesthe shareholders shall prior to the issuanceof such shares fix the consideration expressed in dollars to be received for such sharesby a vote of the holders of a majority of allshares entitled to vote thereon

o 3 Treasury shares may be disposed ofby the corporation for such consideration asmay be fixed from time to time by the board

r of directorse 4 That part of the surplus of a corpo

ration which is transferred to stated capital348

1u

J


upon the issuance of shares as share dividendshall be deemed to be the consideration forthe issuance of such shares

5 In the event of a conversion ofshares or in the event of an exchange ofshares with or without par value for thesame or a different number of shares with or

without par value whether of the same or adifferent class or classes the considerationfor the shares so issued in exchange or conversion shall be deemed to be

a The stated capital then representedby the shares so exchanged or converted and

b That part of surplus if any transferred to stated capital upon the issuance ofshares for the shares so exchanged or converted and

c Any additional consideration paid tothe corporation upon the issuance of sharesfor the shares so exchanged or converted

6 Nothing contained in this sectionshall be taken or construed as in any wiseimpairing or restricting the powers or authority of the Corporation Commissionerunder the provisions of the Oregon Securities Law as amended 1953 c549 17

57105 Repealed by 1953 c549 138

57106 Payment for shares 1 Theconsideration for the issuance of shares maybe paid in whole or in part in money inother property tangible or intangible or inlabor or sery actually performed for thecorporation When payment of the consideration for which shares are to be issued shall

have been received by the corporation suchshares shall be deemed to be fully paid andnonassessable

2 Future services shall not constitutepayment or part payment for shares of acorporation

3 In the absence of fraud in the transaction the judgment of the board of directors or the shareholders as the case may beas to the value of the consideration received

for shares shall be conclusive 1953 c54918

57110 Repealed by 1953 c549 138

57111 Determination of amount of

stated capital 1 In case of the issuance bya corporation of shares having a par valuethe consideration received therefor shall

constitute stated capital to the extent of thepar value of such shares and the excess ifany of such consideration shall constitutecapital surplus

5712i

2 Incase of the issuance by a corporation of shares without par value the entireconsideration received therefor shall consti

tute stated capital unless the corporationshall determine as provided in this sectionthat only a part thereof shall be stated capital Within a period of 60 days after theissuance of any shares without par value theboard of directors may allocate to capitalsurplus not more than 25 percent of theconsideration received for the issuanceofsuch shares No such allocation shall be made

of any portion of the consideration receivedfor shares without par value having apreference in the assets of the corporationin the event of involuntary liquidation exceptthe amount if any of such consideration inexcess of such preference

3 The stated capital of a corporationmay be increased from time to time by resolution of the board of directors directing thatall or a part of the surplus of the corporationbe transferred to stated capital The boardof directors may direct that the amount ofthe surplus so transferred shall be deemedto be stated capital iri respect of anydesignated class of shares 1953 c549 19

57115 Repealed by 1953 c549 138

57116 Expenses of organization reorganization and financing The reasonablecharges and expenses of organization or reorganization of a corporation and the reasonable expenses of and compensation for thesale or underwriting of its shares may bepaid or allowed by such corporation out ofthe consideration received by it in paymentfor its shares without thereby renderingsuch shares not fully paid and nonassessable1953 c549 20

57120 Repealed by 1953 c549 1381

349

57121 Certificates representing shares1 The shares of a corporation shall be represented by certificates signed by the president or a vice president and the secretary oran assistant secretary of the corporationand may be sealed with the seal of the corporation or a facsimile thereof The signatures of the president or vice president andthe secretary or assistant secretary upon acertificate may be facsimiles if the certificateis countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employe of the corporation In case any officer who has signed orwhose facsimile signature has been placed


upon such certificate shall have ceased to besuch officer before such certificate is issuedit may be issued by the corporation with thesame effect as if he were such officer at thedate of its issue

2 Every certificate representing sharesissued by a corporation which is authorizedto issue shares of more than one class shall

state upon the face or back thereof in fullor in the form of a summary all of thedesignations preferences limitations andrelative rights of the shares of each classauthorized to be issued and if the corporation is authorized to issue any preferred orspecial class in series the variations in therelative rights and preferences between theshares of each such series so far as the same

have been fixed and determined and the

authority of the board of directors to fix anddetermine the relative rights and preferencesof subsequent series

3 Each certificate representing sharesshall also state upon the face thereof

a That the corporation is organizedunder the laws of this state

b The name of the person to whomissued

c The number and class of shares andthe designation of the series if any whichsuch certificate represents

d The par value of eachshare represented by such certificate or a statementthat the shares are without par value

4 No certificate shall be issued for anyshare until such share is fully paid 1953c549 21

57125 Repealed by 1953 c549 138

57126 Issuance of fractional shares or

scrip A corporation may but shall not beobliged to issue a certificate for a fractionalshare and by action of its board of directorsmay issue in lieu thereof scrip in registeredor bearer form which shall entitle the holder

to receive a certificate for a full share uponthe surrender of such scrip aggregating afull share A certificate for a fractional share

shall but scrip shall not unless otherwiseprovided therein entitle the holder to exercise voting rights to receive dividends thereon and to participate in any of the assets ofthe corporation in the event of liquidationThe board of directors may cause such scripto be issued subject to the condition that itshall become void if not exchanged for cer

tificates representing full shares before aspecified date or subject to the condition

35

that the shares for which such scrip isexchangeable may be sold by the corporationand the proceeds thereof distributed to theholders of such scrip or subject to any otherconditions which the board of directors maydeem advisable 1953 c549 22

57130 Repealed by 1953 c549 138

57131 Liability of subscribers and

shareholders 1 A holder of or subscriberto shares of a corporation shall be under noobligation to the corporation or its creditorswith respect to such shares other than theobligation to pay to the corporation the fullconsideration for which such shares wereissued or to be issued

2 To the extent full consideration hasnot been paid to the corporation the holderof or subscriber to shares of a corporationshall be liable therefor to all creditors aftercorporate insolvency or failure of satisfaction from corporate assets Payment ofsuch consideration may also be enforced byany trustee assignee for the benefit ofcreditors receiver or other liquidator of thecorporation

3 Any person becoming an assignee ortransferee of shares or of a subscription forshares in good faith and without knowledgeor notice that the full consideration therefor

has not been paid shall not be personallyliable to the corporation or its creditors forany unpaid portion of such consideration

4 An executor administrator con

servator guardian trustee assignee for thebenefit of creditors or receiver shall not be

personally liable as a holder of or subscriberto shares of a corporation but the estateand funds in his hands shall be so liable

5 No pledgee or other holder of sharesas collateral security shall be personallyliable as a shareholder 1953 c549 23

57135 Repealed by 1953 c549 138

57136 Shareholderspreemptive rights1 Except as hereinafter provided existingshareholders of a corporation shall have thefirst right to subscribe to a new issue ofstock or to treasury stock offered for salein proportion to their respective holdingswherever such issue or sale will adverselyaffect their proportionate voting power

2 The preemptive right of a shareholder to acquire additional or treasuryshares of a corporation may be limited ordenied to the extent provided in the articlesof incorporation

3 Unless otherwise provided by its


articles of incorporation any corporationmay issue and sell its shares to its officersor employes or to the officers or employesof any subsidiary corporation without firstoffering such shares to its shareholdersfor such consideration and upon such termsand conditions as shall be approved by theholders of two thirds of all shares entitled to

vote thereon or by its board of directorspursuant to like approval of the shareholders1953 6549 24

57140 Repealed by 1953 6549 138

57141 Bylaws The initial bylaws of acorporation shall be adopted by its board ofdirectors The power to alter amend or repeal the bylaws or adopt new bylaws shallbe vested in the board of directors unless

reserved to the shareholders by the articlesof incorporation or bylaws existing on

December 31 1953 The bylaws may containany provisions for the regulation and

management of the affairs of the corporation not inconsistent with law or the articles

of incorporation 1953 6549 25

57145 Meetings of shareholders 1Meetings of shareholders may be held atsuch place either within or without thisstate as may be provided in the bylaws butno amendment to the bylaws changing theplace of meeting shall be effective unlessapproved by a majority vote of shareholdersentitled to vote In the absence of any suchprovision all meetings shall be held at theregistered office of the corporation

2 An annual meeting of the shareholders shall be held at such time as may beprovided in the bylaws Failure to hold theannual meeting at the designated time shallnot work a forfeiture or dissolution of the

corporation3 Special meetings of the shareholders

may be called by the president the board ofdirectors the holders of not less than onetenth of all the shares entitled to vote at the

meeting or such other officers or persons asmay be provided in the articles of incorporation or the bylaws 1953 6549 26

57150 Notice of shareholders meetingsWritten or printed notice stating the placeday and hour of the meeting and in case ofa special meeting the purpose or purposesfor which the meeting is called shall bedelivered not less than 10 nor more than 50

days before the date of the meeting eitherpersonally or by mail by or at the directionof the president the secretary or the officer

35

57160

or persons calling the meeting to eachshareholder of record entitled to vote at

such meeting If mailed such notice shall bedeemed to be delivered when deposited in theUnited States mail addressed to the share

holder at his address as it appears on thestock transfer books of the corporation withpostage thereon prepaid 1953 6549 27

57155 Closing transfer books and fixingrecord date 1 For the purpose of determining shareholders entitled to notice of orto vote at any meeting of shareholders orany adjournment thereof or entitled to receive payment of any dividend or in orderto make a determination of shareholders for

any other proper purpose the board ofdirectors of a corporation may provide thatthe stock transfer books shall be closed for

a stated period but not to exceed in any case50 days If the stock transfer books shall beclosed for the purpose of determining theshareholders entitled to notice of or to vote

at a meeting of shareholders such booksshall be closed for at least 10 days immediately preceeding such meeting

2 In lieu of closing the stock transferbooks the bylaws or in the absence of anapplicable bylaw the board of directors mayfix in advance a date as the record date for

any such determination of shareholderssuch date in any case to be not more than 50days and in case of a meeting of shareholders not less than 10 days prior to thedate on which the particular action requiring such determination of shareholders is tobe taken If the stock transfer books are notclosed and no record date is fixed for thedetermination of shareholders entitled to

notice of or to vote at a meeting of shareholders or shareholders entitled to receivepayment of a dividend the date on whichnotice of the meeting is mailed or the dateon which the resolution of the board of

directors declaring such dividend is adoptedas the case may be shall be the record datefor such determination of shareholders

3 When a determination of shareholders entitled to vote at any meeting ofshareholders has been madeas provided inthis section such determination shall applyto any adjournment thereof except wherethe determination has been made throughthe closing of the stock transfer books andthe stated period of closing has expired1953c54928

57160 Voting list 1 The officer oragent having charge ofthe stock transfer


books for shares of a corporation shall makeat least 10 days before each meeting ofshareholders a complete list of the shareholders entitled to vote at such meeting orany adjournment thereof arranged in alphabetical order with the address of and thenumber of shares held by each which listfor a period of 10 days prior to such meetingshall be kept on file at the registered officeof the corporation and shall be subject toinspection by any shareholder at any timeduring usual business hours Such list shallalso be produced and kept open at the timeand place of the meeting and shall be subjectto the inspection of any shareholder duringthe whole time of the meeting The originalstock transfer books shall be prima facieevidence as to who are the shareholders entitled to examine such list or transfer books

or to vote at any meeting of shareholders2 Failure to comply with the require

ments of this section shall not affect the

validity of any action taken at such meeting3 An officer or agent having charge of

the stock transfer books who shall fail to

prepare the list of shareholders or keep iton file for a period of 10 days or produceand keep it open for inspection at the meeting as provided in this section shall be liableto any shareholder suffering damage onaccount of such failure to the extent of suchdamage 1953 c549 529

57165 Quorum of shareholders 1Unless otherwise provided in the articles ofincorporation a majority of the sharesentitled to vote represented in person or byproxy shall constitute a quorum at a meeting of shareholders but in no event shall aquorum consist of less than one third of theshares entitled to vote at the meeting If aquorum is present the affirmative vote ofthe majority of the shares represented at themeeting and entitled to vote on the subjectmatter shall be the act of the shareholdersunless the vote of a greater number or votingby classes is required by this chapter or thearticles of incorporation

2 The shareholders present at a dulyorganized meeting may continue to transactbusiness until adjournment notwithstandingthe withdrawal of enough shareholders toleave less than a quorum 1953 c549 301

57170 Voting of shares 1 Each outstanding share regardless of class shall beentitled to one vote on each matter submitted

to a vote at a meeting of shareholders exceptto the extent that the voting rights of the

shares of any class or classes are limited ordenied by the articles of incorporation aspermitted by this chapter

2 Neither treasury shares nor sharesof its own stock held by a corporation in afiduciary capacity nor shares held by anothercorporation if a majority of the shares entitled to vote for the election of directors of

such other corporation is held by the corporation shall be voted at any meeting orcounted in determining the total number ofoutstanding shares at any given time

3 A shareholder may vote either inperson or by proxy executed in writing bythe shareholder or by his duly authorizedattorneyinfact No proxy shall be validafter 11 months from the date of its execu

tion unless otherwise provided in the proxy4 At each election for directors every

shareholder entitled to vote at such election

shall have the right to vote in person or byproxy the number of shares owned by himfor as many persons as there are directorsto be elected and for whose election he has a

right to vote or if the articles of incorporation specifically permit cumulative voting tocumulate his votes either by giving onecandidate as many votes as the number ofsuch directors multiplied by the number ofhis shares shall equal or by distributing suchvotes on the same principle among anynumber of such candidates

5 Shares standing in the name ofanother domestic or foreign corporation maybe voted by such officer agent or proxy asthe bylaws of such corporation may prescribe or in the absence of such provisionas the board of directors of such corporationmay determine

6 Shares held by an administratorexecutor guardian or conservator may bevoted by him either in person or by proxywithout a transfer of such shares into his

name Shares standing in the name of atrustee may be voted by him either in personor by proxy but no trustee shall be entitledto vote shares held by him without a transferof such shares into his name

7 Shares standing in the name of areceiver may be voted by such receiver andshares held by or under control of a receivermay be voted by such receiver without the

so to do be contained in an appropriate orderof the court by which such receiver wasappointed

8 A shareholder whose shares arepledged shall be entitled to vote such shares

152


until the shares have been transferred into

the name of the pledgee and thereafter thepledgee shall be entitled to vote the sharesso transferred 1953c549 31

57175 Voting trust Any number ofshareholders of a corporation may create avoting trust for the purpose of conferringupon a trustee or trustees the right to voteor otherwise represent their shares for aperiod of not to exceed 10 years by enteringinto a written voting trust agreement specifying the terms and conditions of the votingtrust by depositing a counterpart of theagreement with the corporation at its registered office and by transferring their sharesto such trustee or trustees for the purposes ofthe agreement The counterpart of the votingtrust agreement so deposited with the corporation shall be subject to the same rightof examination by a shareholder of thecorporation in person or by agent orattorney as are the books and records of thecorporation and shall be subject to examination by any holder of a beneficial interestin the voting trust either in person or byagent or attorney at any reasonable time forany proper purpose 1953 c549 32

57180 Board of directors The business

and affairs of a corporation shall be managedby a board of directors Directors need notbe residents of this state or shareholders of

the corporation unless the articles of incorporation so require The articles of incorporation may prescribe other qualifications fordirectors The board of directors shall have

authority to fix the compensation of directors unless otherwise provided in the articlesof incorporation 1953 c549 33

57185 Number and election of directors

The number of directors of a corporationshall be not less than three Subject to suchlimitation the number of directors shall befixed by the bylaws except as to the numberconstituting the first board of directorswhich number shall be fixed by the articlesof incorporation The number of directorsmay be increased or decreased from time totime by amendment to the bylaws but nodecrease shall have the effect of shorteningthe term of any incumbent director In theabsence of a bylaw fixing the number ofdirectors the number shall be the same asthat stated in the articles of incorporationThe first board of directors shall be elected

by the shareholders at their first meetingand such directors shall hold office until the

first annual meeting of shareholders anduntil their successors shall have been elected

and qualified unless removed in accordancewith the provisions of the bylaws At thefirst annual meeting of shareholders and ateach annual meeting thereafter the shareholders shall elect directors to hold office

until the next succeeding annual meetingexcept in the case of classification of directors as permitted by this chapter Each director shall hold office for the term for which heis elected and until his successor shall have

been elected and qualified unless removedin accordance with the provisions of the bylaws 1953 c549 34

Note Section 34 of House Bill No 142 of the

Fortyseventh Legislative Assembly now ORS57185 was amended by Senate amendments datedApril 20 1953 to provide that the first board ofdirectors be elected by the shareholders at theirfirst meeting instead of being named in the articlesof incorporation However sections 48 and 52 nowORS 57311 and 57331 which were consistent withthe original section 34 were not amended to harmonize their provisions with the amended section 34

57190 Classification of directors In lieu

of electing the whole number of directorsannually the bylaws may provide that thedirectors be divided into either two or threeclasses each class to be as nearly equal innumber as possible the term of office ofdirectors of the first class to expire at thefirst annual meeting of shareholders aftertheir election that of the second class to expire at the second annual meeti1after theirelection and that of the third class if anyto expire at the third annual meeting aftertheir election At each annual meeting aftersuch classification the number of directors

equal to the number of the class whose termexpires at the time of such meeting shall beelected to hold office until the second succeeding annual meeting if there be twoclasses or until the third succeeding annualmeeting if there be three classes No classification of directors shall be effective prior tothe first annual meeting of shareholders1953 c549 351

57195 Vacancies in board of directors

Any vacancy occuring in the board of directors may be filled by the affirmative vote ofa majority of the remaining directors thoughless than a quorum of the board of directorsunless otherwise provided in the articles ofincorporation A director elected to fill avacancy shall be elected for the unexpiredterm of his predecessor in office Any directorship to be filled by reason of an increasein the number of directors shall be filled by

153


election at an annual meeting or at a specialmeeting of shareholders called for that purpose unless otherwise provided in the articlesof incorporation 1953 c549 36

57200 Quorum of directors A majorityof the number of directors fixed by the bylaws or in the absence of a bylaw fixing thenumber of directors then of the numberstated in the articles of incorporation shallconstitute a quorum for the transaction ofbusiness unless a greater number is requiredby the articles of incorporation or the bylaws or unless a lesser number is specifiedby the articles of incorporation The act ofthe majority of the directors present at ameeting at which a quorum is present shallbe the act of the board of directors unlessthe act of a greater number is required bythe articles of incorporation or the bylaws1953 c549 37

57205 Repealed by 1953 c549 138

57206 Executive committee If the

articles of incorporation or the bylaws soprovide the board of directors by resolutionadopted by a majority of the number ofdirectors fixed by the bylaws or in theabsence of a bylaw fixing the number ofdirectors then of the number stated in thearticles of incorporation may designate twoor more directors to constitute an executive

committee which committee to the extentprovided in such resolution or in the articlesof incorporation or the bylaws of the corporation shall have and may exercise all ofthe authority of the board of directors in themanagement of the corporation but thedesignation of such committee and the delegation thereto of authority shall not operateto relieve the board of directors or anymember thereof of any responsibility imposed upon it or him by law 1953 c549381

57210 Repealed by 1953 c549 138

57211 Place and notice of directors

meetings 1 Meetings of the board ofdirectors regular or special may be heldeither within or without this state

2 Regular meetings of the board ofdirectors may be held with or without noticeas prescribed in the bylaws Special meetingsof the board of directors shall be held uponsuch notice as is prescribed in the bylawsAttendance of a director at a meeting shallconstitute a waiver of notice of such meetingexcept where a director attends a meeting

354

for the express purpose of objecting to thetransaction of any business because themeeting is not lawfully called or convenedNeither the business to be transacted at northe purpose of any regular or special meetingof the board of directors need be specifiedin the notice or waiver of notice of such

meeting unless required by the bylaws 1953c549 39

57215 Repealed by 1953 c549 1381

57216 Dividends The board of direct

ors of a corporation may from time to timedeclare and the corporation may pay dividends on its outstanding shares in cashproperty or its own shares except when thecorporation is insolvent or when the paymentthereof would render the corporation insolvent or when the declaration or paymentthereof would be contrary to any restrictionscontained in the articles of incorporationsubject to the following provisions

1 Dividends may be declared and paidin cash or property only out of the unreserved earned surplus of the corporationexcept as otherwise provided in this section

2 If the articles of incorporation of acorporation engaged in the business of exploiting natural resources so provide dividends may be declared and paid in cash outof the depletion reserves created out ofearned surplus but each such dividend shallbe identified as a distribution of such re

serves and the amount per share paid fromsuch reserves shall be disclosed to the share

holders receiving the same concurrently withthe distribution thereof

3 Dividends may be declared and paidin its own shares out of any treasury sharesthat have been reacquired out of surplus ofthe corporation

4 Dividends may be declared and paidin its own authorized but unissued shares

out of any surplus of the corporation uponthe following conditions

a If a dividend is payable in its ownshares having a par value such shares shallbe issued at not less than the par value thereof and there shall be transferred to stated

capital at the time such dividend is paid anamount of surplus equal to the aggregate parvalue of the shares issued as a dividend If

such shares are issued at more than parvalue there shall be transferred from earned

surplus to capital surplus an amount equalto the value exceeding par value for whichsuch shares are issued

b If a dividend is payable in its own

is

J


shares without par value such shares shallbe issued at such value as shall be fixed bythe board of directors by resolution adoptedat the time such dividend is declared andthere shall be transferred to stated capitalat the time such dividend is paid an amountof surplus equal to the aggregate value sofixed in respect of such shares and theamount per share so transferred to statedcapital shall be disclosed to the shareholdersreceiving such dividend concurrently withthe payment thereof

5 No dividend payable in shares of anyclass shall be paid to the holders of shares ofany other class unless the articles of incorporation so provide or such payment isauthorized by the affirmative vote or thewritten consent of the holders of at leasta majority of the outstanding shares of theclass in which the payment is to be made

6 A splitup or division of the issuedshares of any class into a greater number ofshares of the same class without increasingthe stated capital of the corporation shallnot be construed to be a share dividend

within the meaning of this section 1953c549 40

57220 Repealed by 1953 c549 138

57221 Distributions in partial liquidation 1 The board of directors of a corporation may from time to time distribute toits shareholders in partial liquidation out ofstated capital or capital surplus of the corporation a portion of its assets in cash orproperty subject to the following provisions

a No such distribution shall be madeat a time when the corporation is insolventor when such distribution would render thecorporation insolvent

b No such distribution shall be madeunless the articles of incorporation so provide or such distribution is authorized bythe affirmative vote of the holders of at

least twothirds of the outstanding sharesof each class whether or not entitled to vote

thereon by the provisions of the articles ofincorporation of the corporation

c No such distribution shall be madeto the holders of any class of shares unlessall cumulative dividends accrued on all preferred or special classes of shares entitled topreferential dividends shall have been fullypaid

d No such distribution shall be madeto the holders of any class of shares whichwould reduce the remaining net assets ofthe corporation below the aggregate prefer

57231

ential amount payable in event of voluntaryliquidation to the holders of shares havingpreferential rights to the assets of the corporation in the event of liquidation

e Each such distribution when madeshall be identified as a distribution in partialliquidation and the amount per share disclosed to the shareholders receiving the sameconcurrently with the distribution thereof

2 The board of directors of a corporation may also from time to time distributeto the holders of its outstanding shares having a cumulative preferential right to receivedividends in discharge of their cumulativedividend rights dividends payable in cash outof the capital surplus of the corporation ifat the time the corporation has no earnedsurplus and is not insolvent and would notthereby be rendered insolvent Each suchdistribution when made shall be identifiedas a payment of cumulative dividends out ofcapital surplus 1953 c549 411

57225 Repealed by 1953 c549 13857226 Loans No loans shall be made

by a corporation to its officers or directorsand no loans shall be made by a corporationsecured by its shares 1953 c549 42

57230 Repealed by 1953 c549 13857231 Liability of directors in certain

cases 1 In addition to any other liabilitiesimposed by law upon directors of a corporation

a Directors of a corporation who votefor or assent to the declaration of any dividend or other distribution of the assets of a

corporation to its shareholders contrary tothe provisions of this chapter or contraryto any restrictions contained in the articlesof incorporation shall be jointly and severally liable to the corporation for the amountof such dividend which is paid or the valueof such assets which are distributed in excessof the amount of such dividend or distri

bution which could have been paid or distributed without a violation of the provisionsof this chapter or the restrictions in thearticles of incorporation

b Directors of a corporation who votefor or assent to the purchase of its ownshares contrary to the provisions of thischapter shall be jointly and severally liableto the corporation for the amount of consideration paid for such shares which is inexcess of the maximum amount which could

have been paid therefor without a violationof the provisions of this chapter

c The directors of a corporation who355


vote for or assent to any distribution of so liable if in good faith in determining theassets of a corporation to its shareholders amount available for any such dividend orduring the liquidation of the corporation distribution he considered the assets to be of

without the payment and discharge of or their book value

making adequate provision for all known 4 Any director against whom a claimdebts obligations and liabilities of the cor shall be asserted under or pursuant to thisporation shall be jointly and severally liable section for the payment of a dividend orto the corporation for the value of such other distribution of assets of a corporationassets which are distributed to the extent and who shall be held liable thereon shall be

that such debts obligations and liabilities entitled to contribution from the sharehold

of the corporation are not thereafter paid ers who accepted or received any such diviand discharged dend or assets knowing such dividend or

d The directors of a corporation who distribution to have been made in violation

vote for or assent to the making of a loan of this section in proportion to the amountsto an officer or director of the corporation received by them respectivelyor the making of any loan secured by shares 5 Any director against whom a claimof the corporation shall be jointly and sev shall be asserted under or pursuant to thiserally liable to the corporation for the section shall be entitled to contribution from

amount of such loan until the repayment the other directors who voted for or assented

thereof to the action upon which the claim is ase If a corporation shall commence serted 1953 c549 43

business before it has received at least con 57235 Repealed by 1953 c549 138sideration of the value prescribed by this 57236 Officers 1 The officers of achapter for the issuance of shares the direc corporation shall consist of a president onetors who assent thereto shall be jointly and or more vice presidents as may be prescribedseverally liable to the corporation for the by the bylaws a secretary and a treasurerpart of such prescribed amount as shall not each of whom shall be elected by the boardhave been received before commencing busi of directors at such time and in such mannerness but such liability shall be terminated as may be prescribed by the bylaws Suchwhen the corporation has actually received other officers and assistant officers andconsideration of the value prescribed by this agents as may be deemed necessary may bechapter for the issuance of shares elected or appointed by the board of direc

2 A director of a corporation who is tors or chosen in such other manner as maypresent at a meeting of its board of directors be prescribed by the bylaws Any two orat which action on any corporate matter is more officers may be held by the same pertaken shall be presumed to have assented to son except the offices of president and secthe action taken unless his dissent shall be retaryentered in the minutes of the meeting or 2 All officers and agents of the corunless he shall file his written dissent to poration as between themselves and the Gorsuch action with the person acting as the poration shall have such authority and persecretary of the meeting before the adjourn form such duties in the management of thement thereof or shall forward such dissent corporation as may be provided in the byby registered mail to the secretary of the laws or as may be determined by resolutioncorporation immediately after the adjourn of the board of directors not inconsistentment of the meeting Such right to dissent with the bylaws 1953 c549 44shall not apply to a director who voted in 57240 Repealed by 1953 c549 138favor of such action

3 A director shall not be liable under57241 Removal of officers Any officer

paragraphs a b or c of subsection 1 or agent elected or appointed by the board

of this section if he relied and acted in good of directors may be removed by the board of

faith upon financial statements of the cor directors whenever in its judgment the best

poration represented to him to be correct byinterests of the corporation will be served

the president or the officer of such corpora thereby but such removal shall be without

tion having charge of its books of account prejudice to the contract rights if any of

or certified by an independent public or cer the person so removed 1953 c549 451

tified public accountant or firm of such ac 57245 Repealed by 1953 c549 138countants fairly to reflect the financial con 57246 Books and records 1 Each cordition of such corporation nor shall he be poration shall keep correct and complete

356

J


books and records of account and shall keepminutes of the proceedings of its shareholders and board of directors and shall keep atits registered office or principal place ofbusiness or at the office of its transfer agentor register a record of its shareholders giving the names and addresses of all shareholders and the number and class of theshares held by each

2 Any person who shall have been ashareholder of record for at least six months

immediately preceding his demand or whoshall be the holder of record of at least five

percent of all the outstanding shares of acorporation upon written demand statingthe purpose thereof sha1T have the right toexamine in person or by agent or attorneyat any reasonable time or times for anyproper purpose its books and records of account minutes and record of shareholdersand to make extracts therefrom The cor

poration shall mail a copy of its latestfinancial statement to any shareholder uponhis written request therefor

3 Any officer or agent who or a corporation which shall refuse to allow anysuch shareholder or his agent or attorneyso to examine and make extracts from its

books and records of account minutes andrecord of shareholders for any proper purpose shall be liable to such shareholder in apenalty of 10 percent of the value of theshares owned by such shareholder in

addition to any other damages or remedyafforded him by law It shall be a defense toany action for penalties under this sectionthat the person suing therefor has withintwo years sold or offered for sale any list ofshareholders of such corporation or anyother corporation or has aided or abetted anyperson in procuring any list of shareholdersfor any such purpose or has improperly usedany information secured through any priorexamination of the books and records of

account or minutes or record of shareholders of such corporation or any other corporation or was not acting in good faith or fora proper purpose in making his demand

4 Nothing herein contained shall impair the power of any court of competentjurisdiction upon proof by a shareholder ofproper purpose irrespective of the period oftime during which such shareholder shallhave been a shareholder of record and irrespective of the number of shares held byhim to compel the production for examination by such shareholder of the books andrecords of account minutes and record of

357

shareholders of a corporation 1953 c54946

57250 Repealed by 1953 c549 138

57255 to 57300 Reserved for expansion

57305 Repealed by 1953 c549 138

FORMATION OF CORPORATIONS

57306 Incorporators Three or morenatural persons of the age of 21 years ormore may act as incorporators of a corporation by signing verifying and delivering intriplicate to the Corporation Commissionerarticles of incorporation for such corporation 1953 c549 47

57310 Repealed by 1953 c549 138

57311 Articles of incorporation 1The articles of incorporation shall set forth

a The name of the corporationb The period of duration which may

be perpetualc The purpose or purposes for which

the corporation is organizedd The aggregate number of shares

which the corporation shall have authorityto issue if such shares are to consist ofone class only the par value of each of suchshares or a statement that all of such sharesare without par value or if such shares areto be divided into classes the number ofshares of each class and a statement of thepar value of the shares of each such class orthat such shares are to be without par value

e If the shares are to be divided intoclasses the designation of each class and astatement of the preferences limitations andrelative rights in respect of the shares ofeach class

f If the corporation is to issue theshares of any preferred cr special class inseries then the designation of each seriesand a statement of the variations in the

relative rights and preferences as betweenseries in so far as the same are to be Nixed

in the articles of incorporation and a statement of any authority to be vested in theboard of directors to establish series andfix and determine the variations in the rela

tive rights and preferences as between seriesg Any provision limiting or denying to

shareholders the preemptive right to acquireadditional or treasury shares of the corporation

h Any provision not inconsistent with

573 CORP ASSOCIATION AND PARTNERS

law which the incorporators elect to setforth in the articles of incorporation for theregulation of the internal affairs of the corporation including any provision whichunder this chapter is required or permittedto be set forth in the bylawsi The address of its initial registered

office including street and number if anyand the name of its initial registered agentat such address

j The number of directors constitutingthe initial board of directors and the namesand addresses including street and numberif any of the persons who are to serve asdirectors until the first annual meeting ofshareholders or until their successors be

elected and qualifiedk The name and address including

street and number if any of each incorporator

2 It shall not be necessary to set forthin the articles of incorporation any of thecorporate powers enumerated in the OregonBusiness Corporation Act 1953 c549 481


Forty seventh Legislative Assembly now ORS57185 was amended by Senate amendments datedApril 20 1953 to provide that the first board ofdirectors be elected by the shareholders at theirfirst meeting instead of being named in the articlesof incorporation However sections 48 and 52 nowORS 57311 and 57331 which were consistent withthe original section34 were not amended to harmonize their provisions with the amended section 34

57315 Repealed by 1953c549 138157316 Filing of articles of incorpora

tion 1 Triplicate originals of the articlesof incorporation shall be delivered to theCorporation Commissioner If the Corporation Commissioner finds that the articles of

incorporation conform to law he shall whenall fees have been paid as in this chapterprescribed

a Indorse on each of such triplicateoriginals the word Filed and the monthday and year of the filing therof

b File one of such triplicate originalsin his office

c Issue a certificate of incorporationto which he shall affix one of the other

triplicate originals2 The certificate of incorporation to

gether with one of the triplicate originalsaffixed thereto by the Corporation Commissioner shall be returned to the incorporatorsor their representative together with thethird triplicate original Such third triplicateoriginal shall be filed by the incorporators

with the county clerk of the county in whichthe registered office of the corporation islocated 1953 c549 491

57320 Repealed by 1953 c549 1381

57321 Effect of issuance of certificate

of incorporation Upon the issuance of thecertificate of incorporation the corporateexistence shall begin and such certificate ofincorporation shall be conclusive evidencethat all conditions precedent required to beperformed by the incorporators have beencomplied with and that the corporation hasbeen incorporated under the Oregon BusinessCorporation Act except as against this statein a proceeding to cancel or revoke the certificate of incorporation or for involuntarydissolution of the corporation 1953 c54950

57325 Repealed by 1953 c549 138

57326 Requirement before commencingbusiness A corporation shall not transactany business or incur any indebtedness except such as shall be incidental to its organization or to obtaining subscriptions to orpayment for its shares until there has beenpaid in for the issuance of shares consideration of the value of at least1000 or of thevalue equal to the total par value of itsauthorized shares if the corporation is authorized to issue only shares having a parvalue and the total par value thereof isless than 1000 1953 c549 51

57330 Repealed by 1953 c549 138

57331 Organization meeting of directors After the issuance of the certificate of

incorporation an organization meeting of theboard of directors named in the articles of

incorporation shall be held either within orwithout this state at the call of a majorityof the incorporators for the purpose ofadopting bylaws electing officers and thetransaction of such other business as maycome before the meeting The incorporatorscalling the meeting shall give at least threedays notice thereof by mail to each directorso named which notice shall state the timeand place of the meeting 1953 c549 52


Fortyseventh Legislative Assembly now ORS57185 was amended by Senate amendments datedApril 20 1953 to provide that the first board ofdirectors be elected by the shareholders at theirfirst meeting instead of being named in the articlesof incorporation However sections 48 and 52 nowORS 57311 and 57331 which were consistent with

58

is

A


the original section 34 were not amended to harmonize their provisions with the amended section 34

57335 Repealed by 1953 c549 138

57340 Repealed by 1953 c549 138

57345 Repealed by 1953 c549 138

57350 Repealed by 1953c549 138

AMENDMENT OF ARTICLES AND

CHANGE IN SHARES

57355 Right to amend articles of incorporation 1 A corporation may amend itsarticles of incorporation from time to timein any and as many respects as may bedesired so long as its articles of incorporation as amended contain only such provisionsas might be lawfully contained in originalarticles of incorporation at the time of making such amendment and if a change inshares or the rights of shareholders or anexchange reclassification or cancelation ofshares or rights of shareholders is to bemade such provisions as may be necessaryto effect such change exchange reclassification or cancelation

2 In particular and without limitationupon such general power of amendment acorporation may amend its articles of incorporation from time to time so as

a To change its corporate nameb To change its period of durationc To change enlarge or diminish its

corporate purposesd To increase or decrease the aggre

gate number of shares or shares of anyclass which the corporation has authorityto issue

e To increase or decrease the par valueof the authorized shares of any class havinga par value whether issued or unissuedf To exchange classify reclassify or

cancel all or any part of its shares whetherissued or unissued

g To change the designation of all orany part of its shares whether issued orunissued and to change the preferenceslimitations and the relative rights in respectto all or any part of its shares whetherissued or unissued

h To change shares having a par valuewhether issued or unissued into the same ora different number of shares without parvalue and to change shares without parvalue whether issued or unissued into thesame or a different number of shares havinga par valuei To change the shares of any class

whether issued or unissued and whether

with or without par value into a differentnumber of shares of the same class or into

the same or a different number of shareseither with or without par value of otherclasses

j To create new classes of shares having rights and preferences either prior andsuperior or subordinate and inferior to theshares of any class then authorized whetherissued or unissued

k To cancel or otherwise affect theright of the holders of the shares of anyclass to receive dividends which have accruedbut have not been declared

L To divide any preferred or specialclass of shares whether issued or unissuedinto series and fix and determine the designations of such series and the variations in

the relative rights and preferences as between the shares of such series

m To authorize the board of directorsto establish out of authorized but unissuedshares series of any preferred or specialclass of shares and fix and determine the

relative rights and preferences of the sharesof any series so established

n To authorize the board of directorsto fix and determine the relative rights andpreferences of the authorized but unissuedshares of series theretofore established in

respect to which either the relative rights andpreferences have not been fixed and determined or the relative rights and preferencestheretofore fixed and determined are to be

changedo To revoke diminish or enlarge the

authority of the board of directors to establish series out of authorized but unissued

shares of any preferred or special class andfix and determine the relative rights andpreferences of the shares of any series soestablished

p To limit deny or grant to shareholders of any class the preemptive right toacquire additional or treasury shares of thecorporation whether then or thereafter

authorized 1953 c549 53

57360 Procedure to amend articles of

incorporation 1 Amendments to the articles of incorporation shall be made in thefollowing manner

a The board of directors shall adopt aresolution setting forth the proposed amendment and directing that it be submitted to avote at a meeting of shareholders whichmay be either an annual or a special meeting

b Written or printed notice setting359

57365 CORPORATIONS ASSOCIATIONS AND PARRTNER

forth the proposed amendment or a summary of the changes to be effected therebyshall be given to each shareholder of recordentitled to vote thereon within the time and

in the manner provided in this chapter forthe giving of notice of meetings of shareholders If the meeting be an annual meetingthe proposed amendment or such summarymay be included in the notice of such annualmeeting

c At such meeting a vote of the shareholders entitled to vote thereon shall be

taken on the proposed amendment Theproposed amendment shall be adopted uponreceiving the affirmative vote of the holdersof at least a majority of the shares entitledto vote thereon unless any class of sharesis entitled to vote thereon as a class in whichevent the proposed amendment shall beadopted upon receiving the affirmative voteof the holders of at least a majority of theshares of each class of shares entitled to vote

thereon as a class and of the total sharesentitled to vote thereon

2 Any number of amendments may besubmitted to the shareholders and votedupon by them at one meeting 1953 c54954

57365 Class voting on amendments

1 The holders of the outstanding shares ofany class entitled to vote upon a proposedamendment by the provisions of the articlesof incorporation shall be entitled to vote asa class thereon if the amendment would

change the shares of any class having a parvalue into the same or a different number of

shares without par value or change theshares of any class without par value intothe sane or a different number of shares

having a par value or change the shares ofany class whether with or without par valueinto a different number of shares of thesame class

1 The name of the corporation2 If the amendment alters or changes

any provision of the original or amendedarticles of incorporation an identification byreference or description of the affected provision and a statement of its text as it isamended to read If the amendment strikes

2 The holders of the outstanding or deletes any provision of the original orshares of a class shall be entitled to vote as amended articles of incorportion an identia class upon a proposed amendment whether fication by reference or description of theor not entitled to vote thereon by the pro provision so stricken or deleted and a statevisions of the articles of incorporation if the ment that it is stricken out or deleted If theamendment would amendment is an addition to the original or

a Increase or decrease the aggregate amended articles of incorporation a statenumber of authorized shares of such class ment of that fact and the full text of each

b Increase or decrease the par value provision addedof the shares of such class 3 The date of the adoption of the

c Effect an exchange reclassification amendment by the shareholdersor cancelation of all or part of the shares of 4 The number of shares outstandingsuch class and the number of shares entitled to vote

d Effect an exchange or create a right thereon and if the shares of any class are360

of exchange of all or any part of the sharesof another class into the shares of suchclass

e Change the designations preferences limitations or relative rights of theshares of such class

f Change the shares of such classwhether with or without par value into thesame or a different number of shares eitherwith or without par value of the same classor another class or classes

g Create a new class of share havingrights and preferences prior and superior tothe shares of such class or increase therights and preferences of any class havingrights and preferences prior or superior tothe shares of such class

h In the case of a preferred or specialclass of shares divide the shares of suchclass into series and fix and determine the

designation of such series and the variationsin the relative rights and preferences between the shares of such series

i Limit or deny the existing preemptiverights of the shares of such classj Cancel or otherwise affect dividends

on the shares of such class which had accrued but had not been declared 1953 c54955

57370 Articles of amendment The ar

ticles of amendment shall be executed in

duplicate by the corporation by its presidentor a vice president and by its secretary or anassistant secretary and verified by one ofthe officers signing such articles and shallset forth


entitled to vote thereon as a class the designation and number of outstanding sharesentitled to vote thereon of each such class

5 The number of shares voted for andagainst such amendment respectively andif the shares of any class are entitled to votethereon as a class the number of shares ofeach such class voted for and against suchamendment respectively

6 If such amendment provides for anexchange reclassification or cancelation ofissued shares and if the manner in whichthe same shall be effected is not set forthin the amendment then a statement of themanner in which the same shall be effected

7 If such amendment effects a changein the amount of stated capital then a statement of the manner in which the same is effected and a statement expressed in dollarsof the amount of stated capital as changed bysuch amendment 1953 c549 56

57375 Filing of articles of amendment1 Duplicate originals of the articles ofamendment shall be delivered to the Corporation Commissioner If the CorporationCommissioner finds that the articles ofamendment conform to law he shall whenall fees and charges have been paid as in thischapter prescribed


b File one of such duplicate originalsin his office

c Issue a certificate of amendment towhich he shall affix the other duplicateoriginal

2 The certificate of amendment together with the duplicate original of thearticles of amendment affixed thereto bythe Corporation Commissioner shall be returned to the corporation or its representative 1953 c549 57

57380 Effect of certificate of amend

ment 1 Upon the issuance of the certificate of amendment by the Corporation Commissioner the amendment shall become effective and the articles of incorporation shallbe deemed to be amended accordingly

2 No amendment shall affect anyexisting cause of action in favor of or againstsuch corporation or any pending suit towhich such corporation shall be a party orthe existing rights of persons other thanshareholders and in the event the corporate

name shall be changed by amendment nosuit brought by or against such corporationunder its former name shall abate for thatreason 1953 c549 58

57385 Restated articles of incorporation 1 A corporation may by action takenin the same manner as required for amendment of articles of incorporation adopt restated articles of incorporation consisting ofthe articles of incorporation as amended todate Restated articles of incorporation maybut need not be adopted in connection withan amendment to the articles of incorporation Restated articles of incorporation shallcontain a statement that they supersede andtake the place of the theretofore existingarticles of incorporation and amendmentsthereto Restated articles of incorporationshall contain all the statements required bythis chapter to be included in original articlesof incorporation except that

a The restated articles of incorporationshall set forth the amount of its stated capital at the time of the adoption of the restatedarticles of incorporation and

b In lieu of setting forth the addressof its initial registered office and the nameof its initial registered agent at such addressit shall set forth the address including streetand number if any of its registered officeand the name of its registered agent at suchaddress at the time of the adoption of therestated articles of incorporation and

c No statement need be made withrespect to the number of directors constituting the initial board of directors or thenames and addresses of the incorporators

2 Restated articles of incorporationwhen executed and filed in the manner prescribed in this chapter for articles of amendment shall supersede and take the place ofthe theretofore existing articles of incorporation and amendments thereto The Corporation Commissioner shall upon request certifya copy of the articles of incorporation orthe articles of incorporation as restated orany amendments to either thereof 1953c549 59

57390 Restriction on redemption orpurchase of redeemable shares No redemption or purchase of redeemable shares shallbe made by a corporation when it is insolventor when such redemption or purchase wouldrender it insolvent or which would reducethe net assets below the aggregate amountpayable to the holders of shares having prior

61

57395

or equal rights to the assets of the corporation upon involuntary dissolution 1953c549 60

57395 Cancelation of redeemable shares

by redemption or purchase 1 When redeemable shares of a corporation are redeemed or purchased by the corporation theredemption or purchase shall effect a cancelation of such shares and a statement ofcancelation shall be filed as provided in thissection Thereupon such shares shall be restored to the status of authorized but un

issued shares unless the articles of incorporation provide that such shares when redeemed or purchased shall not be reissuedin which case the filing of the statement ofcancelation shall constitute an amendment to

the articles of incorporation and shall reducethe number of shares of the class so can

celed which the corporation is authorized toissue by the number of shares so canceled

2 The statement of cancelation shall beexecuted in duplicate by the corporation byits president or a vice president and by itssecretary or an assistant secretary and verified by one of the officers signing such statement and shall set forth

a The name of the corporationb The number of redeemable shares

canceled through redemption or purchaseitemized by classes and series

c The aggregate number of issuedshares itemized by classes and series aftergiving effect to such cancelation

d The amount expressed in dollars ofthe stated capital of the corporation aftergiving effect to such cancelation

e If the articles of incorporation provide that the canceled shares shall not bereissued then the number of shares whichthe corporation has authority to issue itemized by classes and series after giving effectto such cancelation

3 Duplicate originals of such statementshall be delivered to the Corporation Commissioner If the Corporation Commissionerfinds that such statement conforms to lawhe shall when all fees and charges have beenpaid as in this chapter prescribed




4 Upon the filing of such statement of36

CORPORATIONS ASSOCIATI AND PARTNER

cancelation the stated capital of the corporation shall be deemed to be reduced bythat part of the stated capital which was atthe time of such cancelation represented bythe shares so canceled

5 Nothing contained in this sectionshall be construed to forbid a cancelation of

shares or a reduction of stated capital in anyother manner permitted by this chapter1953 c549 611

57400 Cancelation of other reacquiredshares 1 A corporation may at any timeby resolution of its board of directors cancelall or any part of the shares of the corporation of any class reacquired by it other thanredeemable shares redeemed or purchasedand in such event a statement of cancelationshall be filed as provided in this section

2 The statement of cancelation shall beexecuted in duplicate by the corporation byits president or a vice president and by itssecretary or an assistant secretary and verified by one of the officers signing suchstatement and shall set forth

a The name of the corporationb The number of reacquired shares

canceled by resolution duly adopted by theboard of directors itemized by classes andseries and the date of its adoption

c The aggregate number of issuedshares itemized by classes and series aftergiving effect to such cancelation

d The amount expressed in dollars ofthe stated capital of the corporation aftergiving effect to such cancelation

3 Duplicate originals of such statement shall be delivered to the CorporationCommissioner If the Corporation Commissioner finds that such statement conforms to

law he shall when all fees and charges havebeen paid as in this chapter prescribed


b File one of such duplicate originals inhis office


4 Upon the filing of such statement ofcancelation the stated capital of the corporation shall be deemed to be reduced bythat part of the stated capital which was atthe time of such cancelation represented bythe shares so canceled and the shares socanceled shall be restored to the status ofauthorized but unissued shares

5 Nothing contained in this section

LJ

PRIVATE CORPORA GENERALL 57411

shall be construed to forbid a cancelation ofshares or a reduction of stated capital inany other manner permitted by this chapter1953 c549 62

57405 Repealed by 1953 c549 1381

57406 Reduction of stated capital incertain cases 1 A reduction of the statedcapital of a corporation where such reduction is not accompanied by any action requiring an amendment of the articles of incorporation and not accompanied by a cancelation of shares may be made in the followingmanner

a The board of directors shall adopt aresolution setting forth the amount of theproposed reduction and the manner in whichthe reduction shall be effected and directingthat the question of such reduction be submitted to a vote at a meeting of shareholderswhich may be either an annual or a specialmeeting

b Written or printed notice statingthat the purpose or one of the purposes ofsuch meeting is to consider the question ofreducing the stated capital of the corporation in the amount and manner proposed bythe board of directors shall be given to eachshareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of noticeof meetings of shareholders

c At such meeting a vote of the shareholders entitled to vote thereon shall betaken on the question of approving the proposed reduction of stated capital which shallrequire for its adoption the affirmative voteof the holders of at least a majority of theshares entitled to vote thereon

2 When a reduction of the stated capital of a corporation has been approved asprovided in this section a statement shall beexecuted in duplicate by the corporation byits president or a vice president and by itssecretary or an assistant secretary and verified by one of the officers signing such statement and shall set forth

a The name of the corporationb A copy of the resolution of the share

holders approving such reduction and thedate of its adoption

c The number of shares outstandingand the number of shares entitled to votethereon

d The number of shares voted for andagainst such reduction respectively

e A statement of the manner in whichsuch reduction is effected and a statement

36

expressed in dollars of the amount of statedcapital of the corporation after giving effectto such reduction

3 Duplicate originals of such statementshall be delivered to the Corporation Commissioner If the Corporation Commissionerfinds that such statement conforms to lawhe shall when all fees and charges have beenpaid as in this chapter prescribed




4 Upon the filing of such statementthe stated capital of the corporation shall bereduced as therein set forth

5 No reduction of stated capital shallbe made under the provisions of this sectionwhich would reduce the amount of the aggregate stated capital of the corporation toan amount equal to or less than the aggregate preferential amounts payable upon allissued shares having a preferential right inthe assets of the corporation in the event ofinvoluntary liquidation plus the aggregatepar value of all issued shares having a parvalue but no preferential right in the assetsof the corporation in the event of involuntaryliquidation 1953 c549 63

57410 Repealed by 1953 c549 1381

57411 Special provisions relating tosurplus and reserves 1 The surplus if anycreated by or arising out of a reduction ofthe stated capital of a corporation shall becapital surplus

2 The capital surplus of a corporationmay be increased from time to time by resolution of the board of directors directing thatall or a part of the earned surplus of thecorporation be transferred to capital surplus

3 A corporation may by resolution ofits board of directors apply any part or allof its capital surplus to the reduction orelimination of any deficit arising from losseshowever incurred but only after first eliminating the earned surplus if any of the corporation by applying such losses againstearned surplus and only to the extent thatsuch losses exceed the earned surplus if anyEach such application of capital surplusshall to the extent thereof effect a reduction of capital surplus

4 A corporation may by resolution of

574 CORPORATIONSASSOCIATIONS AND PARTNERSHIPS

its board of directors create a reserve orreserves out of its earned surplus for anyproper purpose or purposes and may abolishany such reserve in the same manner Earnedsurplus of the corporation to the extent soreserved shall not be available for the payment of dividends or other distributions bythe corporation except as expressly permitted by this chapter 1953 c549 64

57415 Repealed by 1953 c549 138

57420 Repealed by 1953c549 138

57425 Repealed by 1953 c549 138

57430 Repealed by 1953 c549 138

57435 Repealed by 1953c549138

57440 Repealed by 1953 c549 138

57445 and 57450 Reserved for expansion

such board approve a plan of consolidationsetting forth

a The names of the corporations proposing to consolidate and the name of thenew corporation into which they propose toconsolidate which is hereinafter designatedas the new corporation

b The terms and conditions of the proposed consolidation

c The manner and basis of convertingthe shares of each corporation into shares orother securities or obligations of the new corporation

d With respect to the new corporationall of the statements required to be set forthin articles of incorporation for corporationsorganized under this chapter

e Such other provisions with respect tothe proposed consolidation as are deemednecessary or desirable 1953c549 661

MERGER AND CONSOLIDATION

57455 Procedure for merger 1 Anytwo or more domestic corporations may mergeinto one of such corporations pursuant to aplan of merger approved in the manner provided in this chapter

2 The board of directors of each corporation shall by resolution adopted by eachsuch board approve a plan of merger settingforth

a The names of the corporations proposing to merge and the name of the corporation into which they propose to merge whichis hereinafter designated as the surviving corporation

b The terms and conditions of the proposed merger

c The manner and basis of convertingthe shares of each merging corporation intoshares or other securities or obligations of thesurviving corporation

d A statement of any changes in thearticles of incorporation of the surviving corporation to be effected by such merger

e Such other provisions with respect tothe proposed merger as are deemed necessaryor desirable 1953c549 651

57460 Procedure for consolidation 1Any two or more domestic corporations mayconsolidate into a new corporation pursuantto a plan of consolidation approved in themanner provided in this chapter

2 The board of directors of each corporation shall by a resolution adopted by each

364

57465 Approval by shareholders 1The board of directors of each corporationupon approving such plan of merger or planof consolidation shall by resolution directthat the plan be submitted to a vote at a meeting of shareholders which may be either anannual or a special meeting Written or printed notice shall be given to each shareholderof record entitled to vote at such meeting notless than 20 days before such meeting in themanner provided in this chapter for the giving of notice of meetings of shareholders andshall state the purpose of the meeting whether the meeting be an annual or a special meeting A copy or a summary of the plan of merger or plan of consolidation as the case maybe shall be included in or enclosed with suchnotice

2 At each such meeting a vote of theshareholders shall be taken on the proposedplan of merger or consolidation Each outstanding share of each such corporation shallbe entitled to vote on the proposed plan ofmerger or consolidation whether or not suchshare has voting rights under the provisionsof the articles of incorporation of such corporation The plan of merger or consolidationshall be approved upon receiving the affirmative vote of the holders of at least two thirdsof the outstanding shares of each such corporation unless any class of shares of any suchcorporation is entitled to vote as a class thereon in which event as to such corporation theplan of merger or consolidation shall be approved upon receiving the affirmative voteof the holders of at least twothirds of the

J

E


outstanding shares of each class of shares entitled to vote as a class thereon and of the

total outstanding shares Any class of sharesof any such corporation shall be entitled tovote as a class if the plan of merger or consolidation as the case may be contains anyprovision which if contained in a proposedamendment to articles of incorporation wouldentitle such class of shares to vote as a class

3 After such approval by a vote of theshareholders of each corporation and at anytime prior to the filing of the articles ofmerger or consolidation the merger or consolidation may be abandoned pursuant to provisions therefor if any set forth in the planof merger or consolidation 1953 c549 67

57470 Articles of merger or consolidation 1 Upon such approval articles ofmerger or articles of consolidation shall beexecuted in duplicate by each corporation byits president or a vice president and by itssecretary or an assistant secretary and verified by one of the officers of each corporationsigning such articles and shall set forth

a The plan of merger or the plan ofconsolidation

b As to each corporation the number ofshares outstanding and if the shares of anyclass are entitled to vote as a class the designation and number of outstanding shares ofeach such class

c As to each corporation the numberof shares voted for and against such planrespectively and if the shares of any classare entitled to vote as a class the number ofshares of each such class voted for andagainst such plan respectively

2 Duplicate originals of the articles ofmerger or articles of consolidation shall bedelivered to the Corporation CommissionerIf the Corporation Commissioner finds thatsuch articles conform to law he shall whenall fees and charges have been paid as in thischapter prescribed

a Indorse on each of such duplicate originals the word Filed and the month dayand year of the filing thereof


c Issue a certificate of merger or a certificate of consolidation to which he shallaffix the other duplicate original

3 The certificate of merger or certificate of consolidation together with the duplicate original of the articles of merger or articles of consolidation affixed thereto by theCorporation Commissioner shall be returned

57480

to the surviving or new corporation as thecase may be or its representative 1953c54968

57475 Effective date of merger or consolidation Upon the issuance of the certificate of merger or the certificate of consolidation by the Corporation Commissioner themerger or consolidation shall be effected1953 c549 69

57480 Effect of merger or consolidationWhen such merger or consolidation has beeneffected

1 The several corporations parties tothe plan of merger or consolidation shall bea single corporation which in the case of amerger shall be that corporation designatedin the plan of merger as the surviving corporation and in the case of a consolidation shallbe the new corporation provided for in theplan of consolidation

2 The separate existence of all corporations parties to the plan of merger or consolidation except the surviving or new corporation shall cease

3 Such surviving or new corporationshall have all the rights privileges immunities and powers and shall be subject to all theduties and liabilities of a corporation organized under this chapter

4 Such surviving or new corporationshall thereupon and thereafter possess all therights privileges immunities and franchisesas well of a public as of a private nature ofeach of the merging or consolidating corporations and all property real personal andmixed and all debts due on whatever accountincluding subscriptions to shares and allother choses in action and all and every otherinterest of or belonging to or due to each ofthe corporations so merged or consolidatedshall be taken and deemed to be transferredto and vested in such single corporation without further act or deed and the title to anyreal estate or any interest therein vested inany of such corporations shall not revert or bein any way impaired by reason of such mergeror consolidation

5 Such surviving or new corporationshall thenceforth be responsible and liable forall the liabilities and obligations of each of thecorporations so merged or consolidated andany claim existing or action or proceedingpending by or against any of such corporations may be prosecuted as if such merger orconsolidation had not taken place or such

165


surviving or new corporation may be substituted in its place Neither the rights of creditors nor any liens upon the property of anysuch corporation shall be impaired by suchmerger or consolidation

6 In the case of a merger the articlesof incorporation of the surviving corporationshall be deemed to be amended to the extentif any that changes in its articles of incorporation are stated in the plan of merger and inthe case of a consolidation the statements setforth in the articles of consolidation and

which are required or permitted to be setforth in the articles of incorporation of corporations organized under this chapter shallbe deemed to be the original articles of incorporation of the new corporation

7 The net surplus of the merging orconsolidating corporations which was available for the payment of dividends immediately prior to such merger or consolidationto the extent that such surplus is not transferred to stated capital by the issuance ofshares or otherwise shall continue to be available for the payment of dividends by suchsurviving or new corporation 1953 c54970

57485 Merger or consolidation of domestic and foreign corporations 1 One ormore foreign corporations and one or moredomestic corporations may be merged or consolidated in the following manner if suchmerger or consolidation is permitted by thelaws of the state under which each such for

eign corporation is organizeda Each domestic corporation shall com

ply with the provisions of this chapter withrespect to the merger or consolidation as thecase may be of domestic corporations andeach foreign corporation shall comply withthe applicable provisions of the laws of thestate under which it is organized

b If the surviving or new corporationas the case may be is to be governed by thelaws of any state other than this state it shallcomply with the provisions of this chapterwith respect to foreign corporations if it is totransact business in this state and in everycase it shall file with the Corporation Commissionerofthis state

A An agreement that it may be servedwith process in this state in any proceedingfor the enforcement of any obligation of anydomestic corporation which is a party to suchmerger or consolidation and in any proceedingfor the enforcement of the rights of a dissent

ing shareholder of any such domestic corporation against the surviving or new corporation

B An irrevocable appointment of theCorporation Commissioner of this state as itsagent to accept service of process in any suchproceeding and

C An agreement that it will promptlypay to the dissenting shareholders of any suchdomestic corporation the amount if any towhich they shall be entitled under the provisions of this chapter with respect to therights of dissenting shareholders

2 The effect of such merger or consolidation shall be the same as in the case of themerger or consolidation of domestic corporations if the surviving or new corporation isto be governed by the laws of this state Ifthe surviving or new corporation is to begoverned by the laws of any state otherthan this state the effect of such merger orconsolidation shall be the same as in the caseof the merger or consolidation of domesticcorporations except in so far as the laws ofsuch other state provide otherwise 1953c549 71

57490 Rights of dissenting shareholdersin mergers or consolidations 1 If a shareholder of a corporation which is a party to amerger or consolidation shall file with such

corporation prior to or at the meeting ofshareholders at which the plan of merger orconsolidation is submitted to a vote a writtenobjection to such plan of merger or consolidation and shall not vote in favor thereof andsuch shareholder within 10 days after thedate on which the vote was taken shall makewritten demand on the surviving or new corporation domestic or foreign for payment ofthe fair value of his shares as of the day priorto the date on which the vote was taken approving the merger or consolidation then ifthe merger or consolidation is effected thesurviving or new corporation shall pay to suchshareholder upon surrender of his certificateor certificates representing such shares thefair value thereof Such demand shall statethe number and class of the shares owned bysuch dissenting shareholder Any shareholderfailing to make demand within the 10dayperiod shall be bound by the terms of themerger or consolidation

2 Within 10 days after the merger orconsolidation is effected the surviving or newcorporation as the case may be shall givenotice thereof to each dissenting shareholder

366

C


who has made demand as herein provided for 57495 and 57500 Reserved for expan

the paymentofthe fair value of his shares sion

3 If within 30 days after the date onwhich such merger or consolidation was effected the value of such shares is agreed uponbetween the dissenting shareholder and thesurviving or new corporation payment therefor shall be made within 90 days or suchlonger time as shall be mutually agreed afterthe date on which such merger or consolidation was effected upon the surrender of hiscertificate or certificates representing suchshares Upon payment of the agreed value thedissenting shareholder shall cease to have anyinterest in such shares or in the corporation

4 If within such period of 30 days theshareholder and the surviving or new corporation do not so agree then the dissentingshareholder may within 60 days after the expiration of the 30day period file a petitionin any court of competent jurisdiction askingfor a finding and determination of the fairvalue of such shares and shall be entitled tojudgment against the surviving or new corporation for the amount of such fair value aof the day prior to the date on which suchvote was taken approving such merger or consolidation together with interest thereon tthe date of such judgment The judgmentshall be payable only upon and simultaneouswith the surrender to the surviving or necorporation of the certificate or certificaterepresenting such shares Upon payment ofthe judgment the dissenting shareholdershall cease to have any interest in such sharesor in the surviving or new corporation Unless the dissenting shareholder shall file suchpetition within the time herein limited suchshareholder and all persons claiming underhim shall be bound by the terms of the mergeor consolidation

5 Shares acquired by the surviving onew corporation pursuant to the payment ofthe agreed value thereof or to payment of thjudgment entered therefor as in this sectionprovided may be held and disposed of by suchcorporation as in the case of other treasurshares

6 The provisions of this section shalnot apply to a merger if on the date of thefiling of the articles of merger the survivincorporation is the owner of all the outstanding shares of the other corporations domesticor foreign that are parties to the merger1953 c549 721

57505 Repealed by 1953 c549 1381

SALE OF ASSETS

57506 Sale or mortgage of assets in regular course of business The sale lease exchange mortgage pledge or other dispositionof all or substantially all the property andassets of a corporation when made in theusual and regular course of the business of thecorporation may be made upon such termsand conditions and for such considerations

which may consist in whole or in part ofmoney or property real or personal includingshares of any other corporation domestic orforeign as shall be authorized by its board ofdirectors and in such case no authorizationor consent of the shareholders shall be re

quired 1953c549 73

57510 Repealed by 1953 c549 138

57511 Sale or mortgage of assets otherthan in regular course of business A sale

slease exchange mortgage pledge or otherdisposition of all or substantially all theproperty and assets with or without the goodwill of a corporation if not made in the usualand regular course of its business may bc

ymade upon such terms and conditions and forsuch consideration which may consist in

swhole or in part of money or property realor personal including shares of any other corporation domestic or foreign as may beauthorized in the following manner

1 The board of directors shall adoptresolution recommending such sale lease exchange mortgage pledge or other dispositiorand directing the submission thereof toavotc

rat a meeting of shareholders which may beeither an annual or a special meeting

r 2 Written or printed notice shall be given to each shareholder of record entitled tc

e vote at such meeting within the time and inthe manner provided in this chapter for thegiving of notice of meetings of shareholdersand whether the meeting be an annual or ospecial meeting shall state that the purposeor one of the purposes of such meeting is tcconsider the proposed sale lease exchangemortgage pledge or other disposition

3 At such meeting the shareholdermay authorize such sale lease exchangemortgage pledge or other disposition anmay fix or may authorize the board of directors to fix any or all of the terms and condi

367

57516 CORPORATIONS ASSOCIATIONSAND PARTNERSHIPS

tions thereof and the consideration to be re

ceived by the corporation therefor Each outstanding share of the corporation shall be entitled to vote thereon whether or not entitledto vote thereon by the provisions of the articles of incorporation Such authorizationshall require the affirmative vote of the holders of at least twothirds of the outstandingshares of the corporation unless any class ofshares is entitled to vote as a class thereon inwhich event such authorization shall requirethe affirmative vote of the holders of at least

two thirds of the outstanding shares of eachclass of shares entitled to vote as a class

thereon and of the total outstanding shares4 After such authorization by a vote of

shareholders the board of directors nevertheless in its discretion may abandon suchsale lease exchange mortgage pledge orother disposition of assets subject to therights of third parties under any contractsrelating thereto without further action or approval by shareholders 1953 c549 74

57515 Repealed by 1953 c549 138

57516 Rights of dissenting shareholdersupon sale lease or exchange of assets 1 Inthe event that a sale lease or exchange of allor substantially all of the property and assetsof a corporation otherwise than in the usualand regular course of its business or in connection with the dissolution and liquidationof the corporation is authorized by a vote ofthe shareholders of the corporation anyshareholder who shall have filed with the cor

poration a written objection thereto prior toor at the meeting of shareholders at which thesale lease or exchange is authorized and whoshall not have voted in favor thereof maywithin 10 days after the date on which thevote was taken make written demand on thecorporation for the payment to him of thefair value of his shares as of the day priorto the date on which the vote was taken If

the sale lease or exchange is effected thecorporation shall pay to such shareholderupon surrender of his certificate or certificates representing such shares the fair valuethereof Such demand shall state the number

and class of the shares owned by such dissenting shareholder Any shareholder failing tomake demand within the 10day period shallbe bound by the terms of the sale lease or exchange

2 Within 10 days after the sale lease orexchange is effected the corporation shallgive notice thereof to each dissenting share

holder who has made demand as herein provided for the payment of the fair value of hisshares

3 If within 30 days after the date onwhich the sale lease or exchange was effectedthe value of such shares is agreed upon between the dissenting shareholder and the corporation payment therefor shall be madewithin 90 days or such longer time as shallbe mutually agreed after the date on whichthe sale or exchange was effected upon thesurrender of his certificate or certificates representing such shares Upon payment of theagreed value the dissenting shareholder shallcease to have any interest in such shares orin the corporation

4 If within such period of 30 days theshareholder and the corporation do not soagree then the dissenting shareholder maywithin 60 days after the expiration of the 30day period file a petition in any court of competent jurisdiction asking for a finding anddetermination of the fair value of such sharesand shall be entitled to judgment against thecorporation for the amount of such fair valueas of the day prior to the date on which suchvote was taken approving such sale lease orexchange together with interest thereon tothe date of such judgment The judgmentshall be payable only upon and simultaneously with the surrender to the corporation ofthe certificate or certificates representingsuch shares Upon payment of the judgmentthe dissenting shareholder shall cease to haveany in such shares or in the corporation Unless the dissenting shareholder shallfile such petition within the time herein limited such shareholder and all persons claiming under him shall be bound by the terms ofthe sale lease or exchange

5 The right of a dissenting shareholderto be paid the fair value of his shares as herein provided shall cease if and when the corporation shall abandon the sale lease or exchange or the shareholders shall revoke theauthority to make such sale lease or exchange

6 Shares acquired by the corporationpursuant to the payment of the agreed valuethereof or to payment of the judgment entered therefor as in this section providedmay be held and disposed of by the corporation as in the case of other treasury shares1953 c549 751

368

57520 Repealed by 1953 c549 138

57525 Repealed by 1953 c549 138


DISSOLUTION

57526 Voluntary dissolution by incorporators 1 A corporation which has notcommenced business and which has not issued

any shares may be voluntarily dissolved byits incorporators at any time within two yearsafter the date of the issuance of its certificate

of incorporation in the following mannera Articles of dissolution shall be exe

cuted in duplicate by a majority of the incorporators and verified by them and shall setforth

57536

voluntarily dissolved by the written consentof all of its shareholders

2 Upon the execution of such writtenconsent a statement of intent to dissolve shallbe executed in duplicate by the corporation byits president or a vice president and by its secretary or an assistant secretary and verifiedby one of the officers signing such statementwhich statement shall set forth

a The name of the corporationb The names and respective addresses

of its officers

c The names and respective addressesof its directors

d A copy of the written consent signedby all shareholders of the corporation

e A statement that such written consent has been signed by all shareholders of thecorporation or signed in their names by theirattorneys thereunto duly authorized 1953c549 77

57535 Repealed by 1953 c549 138

57536 Voluntary dissolution by act ofcorporation A corporation may be dissolvedby the act of the corporation when authorized in the following manner

1 The board of directors shall adopt aresolution directing that the question of dissolution be submitted to a vote at a meetingof shareholders which may be either an annual or a special meeting

2 Written or printed notice shall begiven to each shareholder of record entitledto vote at such meeting within the time and

A Indorse on each of such duplicate in the manner provided in this chapter for theoriginals the word Filed and the month giving of notice of meetings of shareholdersday and year of the filing thereof and whether the meeting be an annual or spe

B File one of such duplicate originals cial meeting shall state that the purpose orin his office

one of the purposes of such meeting is to con

A The name of the corporationB The date of issuance of its certificate

of incorporationC That none of its shares has been is

sued

D That the corporation has not commenced business

E That the amount if any actually paidin on subscriptions for its shares less anypart thereof disbursed for necessary expenseshas been returned to those entitled thereto

F That no debts of the corporation remain unpaid

G That a majority of the incorporatorselect that the corporation be dissolved

b Duplicate originals of the articles ofdissolution shall be delivered to the Corporation Commissioner If the Corporation Commissioner finds that the articles of dissolution

conform to law he shall when all fees andcharges have been paid as in this chapter prescribed

C Issue a certificate of dissolution towhich he shall affix the other duplicate original

2 The certificate of dissolution together with the duplicate original of the articlesof dissolution affixed thereto by the Corporation Commissioner shall be returned to theincorporators or their representative Uponthe issuance of such certificate of dissolution

by the Corporation Commissioner the existence of the corporation shall cease 1953c549 76

sider the advisability of dissolving the corporation

3 At such meeting a vote of shareholders entitled to vote thereat shall be taken on

a resolution to dissolve the corporation Eachoutstanding share of the corporation shall beentitled to vote thereon whether or not entitled to vote thereon by the provisions of thearticles of incorporation Such resolution shallbe adopted upon receiving the affirmativevote of the holders of a majority of the outstanding shares of the corporation unless any

57530 Amended by 1953 c567 1 reclass of shares is entitled to vote as a class

pealed by 1953c549 1381thereon in which event the resolution shallrequire for its adoption the affirmative vote

57531 Voluntary dissolution by consent of the holders of a majority of the outstandof shareholders 1 A corporation may be ing shares of each class of shares entitled to

369

57541 CORPORATIONSASSOCIATIONS AND PARTNERSHIPS

vote as a class thereon and of the total outstanding shares

4 Upon the adoption of such resolutiona statement of intent to dissolve shall be exe

cuted in duplicate by the corporation by itspresident or a vice president and by its secretary or an assistant secretary and verfied byone of the officers signing such statementwhich statement shall set forth


of its officers


d A copy of the resolution adopted bythe shareholders authorizing the dissolutionof the corporation

e The number of shares outstandingand if the shares of any class are entitled tovote as a class the designation and numberof outstanding shares of each such classf The number of shares voted for and

against the resolution respectively and ifthe shares of any class are entitled to vote asa class the number of shares of each suchclass voted for and against the resolution respectively 1953c549 78

57540 Renumbered 57805

57541 Filing of statement of intent todissolve Duplicate originals of the statementof intent to dissolve whether by consent ofshareholders or by act of the corporationshall be delivered to the Corporation Commissioner If the Corporation Commissioner findsthat such statement conforms to law he shallwhen all fees and charges have been paid asin this chapter prescribed

1 Indorse on each of such duplicate originals the word Filed and the month dayand year of the filing thereof

2 File one of such duplicate originalsin his office

3 Return the other duplicate original tothe corporation or its representative 1953c549 79

57545 Renumbered 57807

57546 Effect of statement of intent to

dissolve Upon the filing by the CorporationCommissioner of a statement of intent to dis

solve whether by consent of shareholders orby act of the corporation the corporationshall cease to carry on its business exceptin so far as may be necessary for the windingup thereof but its corporate existence shallcontinue until a certificate of dissolution has

37

been issued by the Corporation Commissioneror until a decree dissolving the corporationhas been entered by a court of competent jurisdiction as in this chapter provided 1953c549 80

57550 Repealed by 1953c549 138

57551 Procedure after filing of statement of intent to dissolve After the filing bythe Corporation Commissioner of a statement of intent to dissolve

1 The corporation shall proceed tocollect its assets convey and dispose of suchof its properties as are not to be distributedin kind to its shareholders pay satisfy anddischarge its liabilities and obligations and doall other acts required to liquidate its business and affairs and after paying oradequately providing for the payment of allits obligations distribute the remainder ofits assets either in cash or in kind amongits shareholders according to their respective rights and interests

2 The corporation at any time duringthe liquidation of its business and affairsmay make application to a court of competent jurisdiction within the state andjudicial subdivision in which the registeredoffice or principal place of business of thecorporation is situated to have the liquidation continued under the supervision of thecourt as provided in this chapter 1953 c54981

57555 Repealed by 1953 c549 138

57556 Revocation of voluntary dissolution proceedings by consent of shareholdersBy the written consent of all of its shareholders a corporation may at any time priorto the issuance of a certificate of dissolution

by the Corporation Commissioner revokevoluntary dissolution proceedings theretofore taken in the following manner Uponthe execution of such written consent astatement of revocation of voluntary dissolution proceedings shall be executed in duplicate by the corporation by its president or avice president and by its secretary or anassistant secretary and verified by one ofthe officers signing such statement whichstatement shall set forth

1 The name of the corporation2 The names and respective addresses

of its officers

3 The names and respective addressesof its directors

4 A copy of the written consent signed

PRIVATE CO GENER

by all shareholders of the corporation revoking such voluntary dissolution proceedings

5 That such written consent has beensigned by all shareholders of the corporationor signed in their names by their attorneysthereunto duly authorized 1953 c549 82

57560 Revocation of voluntary dissolution proceedings by act of corporation Bythe act of the corporation a corporation mayat any time prior to the issuance of a certificate of dissolution by the Corporation Commissioner revoke voluntary dissolution proceedings theretofore taken in the followingmanner

1 The board of directors shall adopt aresolution directing that the question of suchrevocation be submitted to a vote at a specialmeeting of shareholders

2 Written or printed notice statingthat the purpose or one of the purposes osuch meeting is to consider the advisabilityof revoking the voluntary dissolution proceedings shall be given to each shareholdeof record entitled to vote at such meetingwithin the time and in the manner providedin this chapter for the giving of notice ofspecial meetings of shareholders

3 At such meeting a vote of the shareholders entitled to vote thereat shall b

taken on a resolution to revoke the voluntarydissolution proceedings which shall requirefor its adoption the affirmative vote of thholders of a majority of the outstandingshares

4 Upon the adoption of such resolution a statement of revocation of voluntarydissolution proceedings shall be executed iduplicate by the corporation by its presidentor a vice president and by its secretary or aassistant secretary and verified by one othe officers signing such statement whitstatement shall set forth


of its officers


d A copy of the resolution adopted bythe shareholders revoking the voluntarydissolution proceedings

e The number of shares outstandingf The number of shares voted for an

against the resolution respectively 1953c549 83

57565 Filing of statement of revocationof voluntary dissolution proceedings Dupli

57575

cate originals of the statement of revocationof voluntary dissolution proceedings whetherby consent of shareholders or by act of thecorporation shall be delivered to the Corporation Commissioner If the CorporationCommissioner finds that such statement

conforms to law he shall when all fees andcharges have been paid as in this chapterprescribed

1 Indorse on each of such duplicateoriginals the word Filed and the monthday and year of the filing thereof

2 File one of such duplicate originalsin his office

3 Return the other duplicate originalto the corporation or its representative1953 c549 841

57570 Effect of statement of revoca

tion of voluntary dissolution proceedingsUpon the filing by the Corporation Commis

f sioner of a statement of revocation of volun

tary dissolution proceedings whether byconsent of shareholders of by act of the

rcorporation the revocation of the voluntarydissolution proceedings shall become effective and the corporation may again carry onits business 1953 c549 85

57575 Articles of dissolution If volun

e tary dissolution proceedings have not beenrevoked then when all debts liabilities andobligations of the corporation have been paid

e and discharged or adequate provision hasbeen made therefor and all of the remainingproperty and assets of the corporation havebeen distributed to its shareholders articlesof dissolution shall be executed in duplicate

n by the corporation by its president or a vicepresident and by its secretary or an assistant

n secretary and verified by one of the officersf signing such statement which statementh shall set forth

1 The name of the corporation2 That the Corporation Commissioner

has theretofore filed a statement of intent to

dissolve the corporation and the date onwhich such statement was filed

3 That all debts obligations and liabilities of the corporation have been paid anddischarged or that adequate provision hasbeen made therefor

4 That all the remaining property andd assets of the corporation have been distrib

uted among its shareholders in accordancewith their respective rights and interests

5 That there are no suits pendingagainst the corporation in any court or thatadequate provision has been made for the

371


satisfaction of any judgment order or decreewhich may be entered against it in anypending suit 1953 c549 86

57580 Filing of articles of dissolution1 Duplicate originals of such articles ofdissolution shall be delivered to the Corporation Commissioner If the Corporation Commissioner finds that such articles of dissolu

tion conform to law he shall when all feesand charges have been paid as in this chapter prescribed



c Issue a certificate of dissolution towhich he shall affix the other duplicateoriginal

2 The certificate of dissolution togetherwith the duplicate original of the articles ofdissolution affixed thereto by the Corporation Commissioner shall be returned to therepresentative of the dissolved corporationUpon the issuance of such certificate ofdissolution the existence of the corporationshall cease except for the purpose of suitsother proceedings and appropriate corporateaction by shareholders directors and officersas provided in this chapter 1953 c549 87

57585 Involuntary dissolution 1 A corporation may be dissolved involuntarily by aproclamation of the Governor when

a The corporation has failed for twoconsecutive years to file its annual report orto pay any license fee or

b The corporation has failed for 30days to appoint and maintain a registeredagent in this state or

c The corporation has failed for 30days after change of its registered office orregistered agent to file in the office of the Corporation Commissioner a statement of suchchange

2 a On or before the first Mondayin January in each year the CorporationCommissioner shall report to the Governor alist of all corporations delinquent in any ofthe matters mentioned in paragraph ab or c of subsection 1 of this sectionand the Governor shall forthwith issue his

proclamation declaring such corporationsdissolved and their articles of incorporationrevoked and repealed

b The proclamation of the Governorshall be filed in the office of the Corporation

372

Commissioner and published in such newspapers and for such length of time as theCorporation Commissioner shall designate

c Any corporation named in or dissolved by the proclamation referred to hereinmay be reinstated by proclamation of theGovernor at any time within 10 years fromthe date of the proclamation declaring suchcorporation dissolved whenever it is established to the satisfaction of the Governorthat in fact there was no cause for the dis

solution or whenever the neglect omissionor delinquency resulting in dissolution hasbeen corrected and payment made of doublethe amount delinquent if no other corporation of the same or deceptively similar namehas been incorporated in this state

d Nothing herein contained shall relieve any such reinstated corporation frompenalty of forfeiture of its powers as a bodycorporate in case of failure to pay subsequently accruing licenses and taxes imposedby any law of this state

e Nothing in this section shall be construed to affect any suits now pending by oragainst any corporation which has beendissolved by proclamation nor any suit nowpending or hereafter brought for any liabilityagainst the stockholders or officers thereofor to revive any charter or corporationspreviously dissolved or annulled nor to makevalid any defective organization of any corporationf Suits and actions upon choses in

action arising out of contracts sold or assigned by any corporation dissolved pursuant to this section may be brought orprosecuted in the name of the purchaser orassignee The fact of sale or assignment andof purchase by the plaintiff shall be set forthin the writ or other process and the defendant may avail himself of any matter ofdefense of which he might have availed himself in a suit upon the claim by such corporation had it not been dissolved pursuantto this section

3 In addition to any other remediesprovided by law a corporation may be dissolved involuntarily by a decree of the circuitcourt in an action filed by the AttorneyGeneral when it is established that

a The franchise of the corporation wasprocured through fraud or

b The corporation has continued toexceed or abuse the authority conferredupon it by law 1953 c549 88

57590 Venue and process Any action

1u

1u

CJ


by the Attorney General for the involuntarydissolution of a corporation shall be commenced either in the circuit court of the

county in which the registered office of thecorporation is situated or in the CircuitCourt of Marion County Summons shallissue and be served as in other civil actions

If process is returned not found the Attorney General shall cause publication to bemade as in other civil cases in some news

paper published in the county where theregistered office of the corporation is situated containing a notice of the pendency ofsuch action the title of the court the titleof the action and the date on or after whichdefault may be entered The Attorney General may include in one notice the names ofany number of corporations against whichactions are then pending in the same courtThe Attorney General shall cause a copy ofsuch notice to be mailed to the corporationat its registered office within 10 days afterthe first publication thereof The certificateof the Attorney General of the mailing ofsuch notice shall be prima facie evidencethereof Such notice shall be published atleast once each week for two successive

weeks and the first publication thereof maybegin at any time after the summons hasbeen returned Unless a corporation shallhave been served with summons no defaultshall be taken against it earlier than 30 daysafter the first publication of such notice1953 c549 891

57595 Jurisdiction of court to liquidateassets and business of corporation 1 Thecircuit courts shall have full power to liquidate the assets and business of a corporation

a In an action by a shareholder whenit is established

A That the directors are deadlockedin the management of the corporate affairsand the shareholders are unable to break the

deadlock and that irreparable injury to thecorporation is being suffered or is threatenedby reason thereof or

B That the acts of the directors orthose in control of the corporation areillegal oppressive or fraudulent or

C That the shareholders are deadlocked in voting power and have failed for aperiod which includes at least two consecutive annual meeting dates to elect successorsto directors whose terms have expired orwould have expired upon the election of theirsuccessors or

D That the corporate assets are beingmisapplied or wasted

b In an action by a creditorA When the claim of the creditor has

been reduced to judgment and an executionthereon returned unsatisfied and it is

established that the corporation is insolventor

B When the corporation has admittedin writing that the claim of the creditor isdue and owing and it is established that thecorporation is insolvent

c Upon application by a corporationwhich has filed a statement of intent to

dissolve as provided in this chapter to haveits liquidation continued under the supervision of the court

d When an action has been filed by theAttorney General to dissolve a corporationand it is established that liquidation of itsbusiness and affairs should precede the entryof a decree of dissolution

2 Proceedings under paragraphs ab or c hereof shall be brought in thecounty in which the registered office or theprincipal office of the corporation is situated

3 It shall not be necessary to makeshareholders parties to any such action orproceeding unless relief is sought againstthem personally 1953 c549 90

373

57600 Procedure in liquidation of corporation by court 1 In proceedings toliquidate the assets and business of a corporation the court shall have power to issueinjunctions to appoint a receiver or receiverspendente lite with such powers and dutiesas the court from time to time may directand to take such other proceedings as maybe requisite to preserve the corporate assetswherever situated and carry on the businessof the corporation until a full hearing canbe had

2 After a hearing had upon such noticeas the court may direct to be given to allparties to the proceedings and to any otherparties in interest designated by the courtthe court may appoint a liquidating receiveror receivers with authority to collect theassets of the corporation including allamounts owing to the corporation by shareholders on account of any unpaid portion ofthe consideration for the issuance of shares

Such liquidating receiver or receivers shallhave authority subject to the order of thecourt to sell convey and dispose of all orany part of the assets of the corporationwherever situated either at public or private

57606 CORPORATIONSASSOCIA AND PARTNERS

sale The assets of the corporation or theproceeds resulting from a sale conveyanceor other disposition thereof shall be appliedto the expenses of such liquidation and tothe payment of the liabilities and obligationsof the corporation and any remaining assetsor proceeds shall be distributed among itsshareholders according to their respectiverights and interests The order appointingsuch liquidating receiver or receivers shallstate their powers and duties Such powersand duties may be increased or diminishedat any time during the proceedings

3 The court shall have power to allow from time to time as expenses of theliquidation compensation to the receiver orreceivers and to attorneys in the proceedingand to direct the payment thereof out of theassets of the corporation or the proceeds ofany sale or disposition of such assets

4 A receiver of a corporation appointedunder the provisions of this section shall haveauthority to sue and defend in all courts inhis own name as receiver of such corporation The court appointing such receivershall for the purposes of this chapter haveexclusive jurisdiction of the corporation andits property wherever situated 1953 c54991

57605 Amended by 1953 c549 138renumbered 578091

57606 Filing of claims in liquidationproceedings In proceedings to liquidate theassets and business of a corporation thecourt may require all creditors of the corporation to file with the clerk of the courtor with the receiver in such form as thecourt may prescribe proofs under oath oftheir respective claims If the court requiresthe filing of claims it shall fix a date whichshall be not less than four months from the

date of the order as the last day for thefiling of claims and shall prescribe thenotice that shall be given to creditors andclaimants of the date so fixed Prior to the

date so fixed the court may extend the timefor the filing of claims Creditors and claimants failing to file proofs of claim on orbefore the date so fixed may be barred byorder of court from participating in the distribution of the assets of the corporation1953 c549 92

57610 Repealed by 1953 c549 138

57611 Discontinuance of

proceedings The liquidation of

57625 Deposit with State Land Boardof amount due certain shareholders Uponthe voluntary or involuntary dissolution ofa corporation the portion of the assets distributable to a creditor or shareholder who

is unknown or cannot be found or who isunder disability and there is no person legallycompetent to receive such distributive portion shall be reduced to cash and within sixmonths after the final dividend in such liquidation or winding up is payable depositedwith the State Land Board The receiver or

other liquidating agent shall prepare in duplicate and under oath a statement containingthe names and last known addresses of the

persons entitled to such funds One of suchstatements shall be filed with the State Land

Board and another with the CorporationCommissioner Said funds shall thereuponescheat to and become the property of the

liquidation State of Oregon and shall become a part ofthe assets the irreducible portion of the Common School

374

and business of a corporation may be discontinued at any time during the liquidationproceedings when it is established that causefor liquidation no longer exists In such eventthe court shall dismiss the proceedings anddirect the receiver to redeliver to the corporation all its remaining property and assets 1953 c549 93

57615 Repealed by 1953 c549 138

57616 Decree of involuntary dissolution In proceedings to liquidate the assetsand business of a corporation when thecosts and expenses of such proceedings andall debts obligations and liabilities of thecorporation shall have been paid and discharged and all of its remaining propertyand assets distributed to its shareholdersor in case its property and assets are notsufficient to satisfy and discharge such costsexpenses debts and obligations all the property and assets have been applied so far asthey will go to their payment the court shallenter a decree dissolving the corporationwhereupon the existence of the corporationshall cease 1953 c549 94

57620 Filing of decree of dissolution Incase the court shall enter a decree dissolvinga corporation it shall be the duty of the clerkof such court to cause a certified copy of thedecree to be filed with the Corporation Commissioner No fee shall be charged by theCorporation Commissioner for the filingthereof 1953 c549 95


Fund of the state The owner his or herheirs or personal representatives may reclaim any funds so deposited in the mannerprovided for estates which have escheated tothe state 1953 c549 96

57630 Survival of remedy after dissolution 1 The dissolution of a corporationshall not take away or impair any remedyavailable to or against such corporation itsdirectors officers or shareholders for anyright or claim existing or any liability incurred prior to such dissolution if action orother proceeding thereon is commenced within five years after the date of such dissolution Any such action or proceeding by oragainst the corporation may be prosecutedor defended by the corporation in its corporate name The shareholders directors andofficers shall have power to take such corporate or other action as shall be appropriateto protect such remedy right or claim Ifsuch corporation was dissolved by the expiration of its period of duration such corporation may amend its articles of incorporationat any time during such period of five yearsso as to extend its period of duration

2 Whenever any such corporation isthe owner of real or personal property orclaims any interest or lien whatsoever in anyreal or personal property such corporationshall continue to exist during such fiveyearperiod for the purpose of conveying transferring and releasing such real or personalproperty or interest or lien therein and suchcorporation shall continue after the expiration of such fiveyear period to exist as abody corporate for the purpose of beingmade a party to and being sued in anyaction suit or proceeding against it involvingthe title to any such real or personal propertyor any interest therein and not otherwiseand any such action suit or proceeding maybe instituted and maintained against anysuch corporation as might have been hadprior to the expiration of said fiveyearperiod This section shall not be construed asaffecting or suspending any statute of limitations applicable to any suit action or proceeding instituted hereunder

3 In any action suit or proceedinginstituted following such dissolution summons may be served upon the corporationby delivering to the Corporation Commissioner by registered mail or otherwise athis office at Salem Oregon a certified copyof the summons or other process in the suitaction or other proceeding together with a

375

57655

true copy of the complaint or petition Boththe summons and complaint must be certified to by the clerk of the court where thesuit action or other proceeding is pendingor by the attorney for the moving partyUpon receipt by the Corporation Commissioner of the copy of the summons and thecomplaint he shall forthwith by registeredmail forward them to the corporation at itslast known postoffice address as shown byits last report on file in his office If there isno report on file he shall forward them tothe registered office of the corporation Thecorporation shall appear in the action suitor proceedings and there answer the samewithin 15 days from the date on which thecommissioner mailed the copy of the summons and the complaint to the corporationIf it fails to appear and answer within thattime default shall be entered against it Atthe expiration of 15 days after the date ofmailing the copy of the summons and complaint by the commissioner the court inwhich the action suit or proceeding is pending shall acquire jurisdiction of the corporation The commissioner shall forthwithafter mailing the copy of the summons andthe complaint transmit to the clerk of thecourt where the suit action or proceeding ispending his certificate certifying the dateupon which he received for service the copyof the summons and complaint and the dateon which he deposited them in the registeredmail to the corporation and the postofficeaddress to which he transmitted them This

certificate of the commissioner when sofiled in the cause shall establish therein thatthe summons and complaint were duly andregularly served upon the corporation on thedate on which the copies were mailed by theCorporation Commissioner The certificatemade in accordance with this provision shallestablish that the service was duly and regularly had in the county to which the copy ofthe summons and complaint were so transmitted by the commissioner to the corporation 1953 c549 97

57635 to 57650 Reserved for expansion

FOREIGN CORPORATIONS

57655 Admission of foreign corporation 1 No foreign corporation shall havethe right to transact business in this stateuntil it shall have procured a certificate ofauthority so to do from the CorporationCommissioner No foreign corporation shall

57660 CORPORATIONSAAN PARTNERSHI

be entitled to procure a certificate of authority under the Oregon Business CorporationAct to transact in this state any businesswhich a corporation organized under suchAct is not permitted to transact A foreigncorporation shall not be denied a certificateof authority by reason of the fact that thelaws of the state or country under whichsuch corporation is organized governing itsorganization and internal affairs differ fromthe laws of this state and nothing in thischapter contained shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation

2 Without excluding other activitieswhich may not constitute transacting business in this state a foreign corporation shallnot be considered to be transacting businessin this state for the purposes of this chapterby reason of carrying on in this state anyone or more of the following activities

a Maintaining or defending any actionor suit or any administrative or arbitrationproceeding or effecting the settlement thereof or the settlement of claims or disputes

b Holding meetings of its directors orshareholders or carrying on other activitiesconcerning its internal affairs

c Maintaining bank accountsd Maintaining offices or agencies for

the transfer exchange and registration ofits securities or appointing and maintainingtrustees or depositaries with relation to itssecurities

e Effecting sales through independentcontractors

f Soliciting or procuring o r d e r s

whether by mail or through employes oragents or otherwise where such orders require acceptance without this state beforebecoming binding contracts

g Creating evidences of debt mortgages or liens on real or personal property

h Securing or collecting debts due toit or enforcing any rights in property securing the samei Transacting any business in inter

state commerce

j Conducting an isolated transactioncompleted within a period of 30 days and notin the course of a number of repeated transactions of like nature 1953 c549 98

chapter shall until a certificate of revocation or of withdrawal shall have been

issued as provided in this chapter enjoy thesame but no greater rights and privilegesas a domestic corporation organized for thepurposes set forth in the application pursuant to which such certificate of authorityis issued and except as in this chapterotherwise provided shall be subject to thesame duties restrictions penalties and liabilities now or hereafter imposed upon adomestic corporation of like character 1953c549 99

57665 Corporate name of foreign corporation No certificate of authority shallbe issued to a foreign corporation unless thecorporate name of such corporation

1 Shall contain the word corporationcompany incorporated or limited orshall contain an abbreviation of one of suchwords or such corporation shall for use inthis state add at the end of its name one ofsuch words or an abbreviation thereof

2 Shall not contain any word or phrasewhich indicates or implies that it is organizedfor any purpose other than one or more ofthe purposes contained in its articles of incorporation or that it is authorized or empowered to conduct the business of bankingor insurance

3 Shall not be the same as or deceptively similar to the name of any domesticcorporation existing under the laws of thisstate or any foreign corporation authorizedto transact business in this state or a namethe exclusive right to which is at the timereserved in the manner provided in this chapter or the name of a corporation which hasin effect a registration of its name as provided in this chapter 1953 c549 100

57670 Change of name by foreign corporation Whenever a foreign corporationwhich is authorized to transact business inthis state shall change its name to oneunder which a certificate of authority wouldnot be granted to it on application thereforthe certificate of authority of such corporation shall be suspended and it shall not thereafter transact any business in this state untilit has changed its name to a name which isavailable to it under the laws of this state1953 c549 1011

57675 Application for certificate of au57660 Powers of foreign corporation thority 1 A foreign corporation in order

A foreign corporation which shall have re to procurea certificate of authority to transceived a certificate of authority under this act business in this state shall make appli

376


cation therefor to the Corporation Commissioner which application shall set forth

a The name of the corporation and thestate or country under the laws of which itis incorporated

b If the name of the corporation doesnot contain the word corporation company incorporated or limited or doesnot contain an abbreviation of one of such

words then the name of the corporationwith the word or abbreviation which it electsto add thereto for use in this state

c The date of incorporation and theperiod of duration of the corporation

d The address including street ancnumber if any of the principal office of thecorporation in the state or country underthe laws of which it is incorporated

e The address including street andnumber if any of the proposed registeredoffice of the corporation in this state andthe name of its proposed registered agent itthis state at such address

f The purpose or purposes of the corporation which it proposes to pursue in thetransaction of business in this state

g The names and respective addressesincluding street and number if any of thedirectors and officers of the corporation

h A statement of the aggregate number of shares which the corporation haauthority to issue itemized by classes parvalue of shares shares without par valueand series if any within a classi A statement of the aggregate number

of issued shares itemized by classes pavalue of shares shares without par value anseries if any within a classj A statement expressed in dollars of

the amount of stated capital of the corporation as defined in this chapter

k Such additional information as maybe necessary or appropriate in order to enable the Corporation Commissioner to determine whether such corporation is entitled ta certificate of authority to transact business in this state and to determine and asses

the fees and charges payable as in this chapter prescribed

2 Such application shall be made onforms prescribed and furnished by the Corporation Commissioner and shall be executedin duplicate by the corporation by its president or a vice president and by its secretaryor an assistant secretary and verified by onof the officers signing such application1953 c549 1021

57690

57680 Filing of application for certificate of authority 1 The foreign corporation shall deliver to the Corporation Commissioner duplicate originals of the applicationof the corporation for a certificate of authority and a copy of its articles of incorporation if any and all amendments theretoor of the provisions thereof then in effectduly authenticated by the proper officer ofthe state territory or country wherein it isincorporated

2 If according to law a certificate ofauthority to transact business in this stateshould be issued to such corporation theCorporation Commissioner shall when allfees and charges have been paid as in thischapter prescribed

a Indorse on each of such documentsthe word Filed and the month day andyear of the filing thereof

b File in his office one of such duplicate originals of the application and the copyof the articles of incorporation and amendments thereto or of the provisions thereofthen in effect

c Issue a certificate of authority totransact business in this state to which heshall affix the other duplicate original application

3 The certificate of authority with theduplicate original of the application affixedthereto by the Corporation Commissionershall be returned to the corporation or itsrepresentative 1953 c549 103

r 57685 Effect of certificate of authorityd Upon the issuance of a certificate of au

thority by the Corporation Commissionerthe corporation shall be authorized to transact business in this state for those purposesset forth in its application subject howeverto the right of this state to suspend or torevoke such authority as provided in thischapter 1953 c549 104

57690 Registered office and registereds agent of foreign corporation Each foreign

corporation authorized to transact businessin this state shall have and continuouslymaintain in this state

1 A registered office which may bebut need not be the same as its place ofbusiness in this state

2 A registered agent which agent maye be either an individual resident in this state

whose business office is identical with such

registered office or a domestic corporation377

57695 CORPORATIO ASSOCIATIONS AND PARTNERSHIPS

or a foreign corporation authorized to transact business in this state having a businessoffice identical with such registered office1953 c549 1051

57695 Change of registered office orregistered agent of foreign corporation 1A foreign corporation authorized to transactbusiness in this state may change its registered office or change its registered agentor both upon filing in the office of theCorporation Commissioner a statement setting forth

a The name of the corporationb The address of its then registered

office including street and number if anyc If the address of its registered office

be changed the address to which the registered office is to be changed including streetand number if any

d The name of its then registeredagent

e If its registered agent be changedthe name of its successor registered agentf That the address of its registered

office and the address of the business office

of its registered agent as changed will beidentical

g That such change was authorized byresolution duly adopted by its board of directors

2 Such statement shall be executed bythe corporation by its president or a vicepresident and verified by him and deliveredto the Corporation Commissioner If the Corporation Commissioner finds that such statement conforms to the provisions of thischapter he shall file such statement in hisoffice and upon such filing the change ofaddress of the registered office or the appointment of a new registered agent or bothasthe case may be shall become effective1953 c549 1061

57700 SerAce of process on foreign corporation 1 The registered agent so appointed by a foreign corporation authorizedto transact business in this state shall be an

agent of such corporation upon whom anyprocess notice or demand required or permitted by law to be served upon the corporation may be served

2 Whenever a foreign corporation authorized to transact business in this state

shall fail to appoint or maintain a registeredagent in this state or whenever any suchregistered agent cannot with reasonable diligence be found at the registered office or

whenever the certificate of authority of aforeign corporation shall be suspended orrevoked then the Corporation Commissionershall be an agent of such corporation uponwhom any such process notice or demandmay be served Service on the CorporationCommissioner of any such process notice ordemand shall be made by delivering to andleaving with him or with any clerk on dutyin the office of the Corporation Commissioner duplicate copies of such processnotice or demand In the event any suchprocess notice or demand is served on theCorporation Commissioner h shall immediately cause one of such copies thereofto be forwarded by registered mail addressed to the corporation at its principal officein the state or country under the laws ofwhich it is incorporated Any service so hadon the Corporation Commissioner shall bereturnable in not less than 30 days Theprovisions of this subsection shall also applyto service of process upon any foreign corporation which transacts business in thisstate without being authorized as provided inthis chapter except that copies of the process notice or demand shall include on theface thereof the principal office or place ofbusiness of said corporation and the Corporation Commissioner shall immediatelycause one of such copies to be forwarded byregistered mail to such principal office orplace of business

3 The Corporation Commissioner shallkeep a record of all processes notices anddemands served upon him under this sectionand shall record therein the time of suchservice and his action with reference thereto

4 Nothing herein contained shall limitor affect the right to serve any process noticeor demand required or permitted by law tobe served upon a corporation in any othermanner now or hereafter permitted by law1953 c549 1071

57705 Repealed by 1953 c549 138

57706 Amendment to articles of incor

poration of foreign corporation Wheneverthe articles of incorporation of a foreigncorporation authorized to transact businessin this state are amended such foreign corporation shall within 30 days after suchamendment becomes effective file in theoffice of the Corporation Commissioner acopy of such amendment duly authenticatedby the proper officer of the state or countryunder the laws of which it is incorporated

378


but the filing thereof shall not of itself enlarge or alter the purpose or purposes whichsuch corporation is authorized to pursue inthe transaction of business in this state norauthorize such corporation to transact business in this state under any other name thanthe name set forth in its certificate of au

thority 1953 c549 108

57710 Repealed by 1953c549 1381

57711 Merger of foreign corporationauthorized to transact business in this state

Whenever a foreign corporation authorizedto transact business in this state shall be a

party to a statutory merger permitted by thelaws of the state or country under the lawsof which it is incorporated and such corporation shall be the surviving corporation itshall within 30 days after such merger becomes effective file with the CorporationCommissioner a copy of the articles of merger duly authenticated by the proper officerof the state or country under the laws ofwhich such statutory merger was effectedand it shall not be necessary for such corporation to procure either a new or amendedcertificate of authority to transact businessin this state unless the name of such corporation be changed thereby or unless the corporation desires to pursue in this state otheror additional purposes than those which it isthen authorized to transact in this state

1953 c549 109

57715 Repealed by 1953 c549 1381

57716 Amended certificate of authority1 A foreign corporation authorized totransact business in this state shall procurean amended certificate of authority in theevent it changes its corporate name or desires to pursue in this state other or additional purposes than those set forth in itsprior application for a certificate of authority by making application therefor to theCorporation Commissioner

2 The requirements in respect to theform and contents of such application themanner of its execution the filing of duplicate originals thereof with the CorporationCommissioner the issuance of an amendedcertificate of authority and the effect thereof shall be the same as in the case of anoriginal application for a certificate of authority 1953 c549 110

57726

transact business in this state maywithdrawfrom this state upon procuring from the Corporation Commissioner a certificate of withdrawal In order to procure such certificateof withdrawal such foreign corporation shalldeliver to the Corporation Commissioner anapplication for withdrawal which shall setforth


b That the corporation is not transacting business in this state

c That the corporation surrenders itsauthority to transact business in this state

d That the corporation revokes theauthority of its registered agent in this stateto accept service of process and consentsthat service of process in any action suit orproceeding based upon any cause of actionarising in this state during the time the corporation was authorized to transact businessin this state may thereafter be made on suchcorporation by service thereof on the Corporation Commissioner

e A postoffice address including streetand number if any to which the CorporationCommissioner may mail a copy of any process against the corporation that may beserved on him

f Such additional information as maybe necessary or appropriate in order to enable the Corporation Commissioner to determine and assess any unpaid fees or chargespayable by such foreign corporation as inthis chapter prescribed

2 The application for withdrawal shallbe made on forms prescribed and furnishedby the Corporation Commissioner and shallbe executed by the corporation by its president or a vice president and by its secretaryor an assistant secretary and verified by oneof the officers signing the application or ifthe corporation is in the hands of a receiveror trustee shall be executed on behalf of thecorporation by such receiver or trustee andverified by him 1953 c549 1111

57725 Repealed by 1953 c549 138

57726 Filing of application for withdrawal 1 Duplicate originals of such application for withdrawal shall be delivered to

the Corporation Commissioner If the Corporation Commissioner finds that such application conforms to the provisions of thischapter he shall when all fees and chargeshave been paid as in this chapter prescribed

a Indorse on each of such duplicate

57720 Repealed by 1953 c549 1381

57721 Withdrawal of foreign corporation 1 A foreign corporation authorized to

379


originals the word Filed and the monthday and year of the filing thereof


c Issue a certificate of withdrawal towhich he shall affix the other duplicateoriginal

2 The certificate of withdrawal together with the duplicate original of theapplication for withdrawal affixed theretoby the Corporation Commissioner shall bereturned to the corporation or its representative Upon the issuance of such certificateof withdrawal the authority of the corporation to transact business in this state shallcease 1953 c549 112

57730 Repealed by 1953 c549 138

57731 Cause for revocation of certifi

cate of authority 1 The certificate of authority of a foreign corporation to transactbusiness in this state may be revoked uponthe conditions prescribed in this sectionwhen

a The corporation has failed for twoconsecutive years to file its annual report orto pay any license fee or

b The corporation has failed to appointand maintain a registered agent in this stateas required by this chapter or

c The corporation has failed afterchange of its registered office or registeredagent to file in the office of the CorporationCommissioner a statement of such change asrequired by this chapter or

d The corporation has failed to file inthe office of the Corporation Commissionerany amendment to its articles of incorporation or any articles of merger within the timeprescribed by this chapter or

e A misrepresentation has been madeof any material matter in any applicationreport affidavit or other document submitted by such corporation pursuant to thischapter

2 No certificate of authority of a foreign corporation shall be revoked unless

a The Corporation Commissioner shallhave given the corporation not less than 60days notice thereof by mail addressed to itregistered office in this state and

b The corporation shall fail prior trevocation to file such annual report or paysuch license fee or file the required statement of change of registered agent or registered office or file such articles of amendment or articles of merger or correct suchmisrepresentation 1953 c549 113

57735 Procedure for revoking certificate of authority 1 On or before the firstMonday in January in each year the Corporation Commissioner shall report to the Governor a list of all foreign corporations whichhave given cause for revocation of their certificates of authority The Governor shallforthwith issue his proclamation declaringthe right of such foreign corporation to dobusiness in this state revoked

2 No person shall exercise or attemptto exercise any power under the authoritygiven to any foreign corporation after theissuance of the proclamation revoking itsauthority to transact business in this state

3 All powers conferred by law uponsuch foreign corporation are thereby voidunless the Governor shall for good causeshown to him give further time for the filingof the statement and the payment of thelicense fee in which case a certificate thereofshall be filed by the Governor in the officeof the Corporation Commissioner stating thereasons therefor

4 The proclamation of the Governorshall be filed in the office of the CorporationCommissioner and published in such newspapers and for such length of time as theCorporation Commissioner designates Thecommissioner shall endorse on the declara

tion of each foreign corporation that its rightto transact business in this state has beenrevoked

5 Whenever it is established to the

satisfaction of the Governor that any foreigncorporation named in the proclamation referred to herein has not in fact given causefor revocation of its certificate of authoritythe Governor shall correct such mistake byfiling his proclamation to that effect in theoffice of the Corporation Commissioner

6 If any foreign corporation authorizedto transact business in this state has such

right to transact business revoked in themanner hereinabove provided for the Governor by and with the advice of the AttorneyGeneral may at any time upon payment bysuch foreign corporation to the CorporationCommissioner of the sum fixed by the Gov

s ernor reinstate the organization and restoreit to all its franchises and privileges The sum

o fixed by the Governor shall in no case be lessthan the amount delinquent and interest normore than double the amount delinquentUpon such payment the Corporation Commissioner shall issue his certificate entitlingthe foreign corporation to resume its business and its franchises

380

1u

J

J


7 The reinstated foreign corporation isnot by reason of such reinstatement relievedfrom any penalty of forfeiture of its powersas a body corporate in case of failure to paysubsequently accruing licenses and taxes imposed by any law of this state

8 Nothing hereinabove contained shallbe construed to affect any suit brought forany liability against the stockholders or officers of any foreign corporation nor to reviveany charter of foreign corporations previously dissolved or annulled nor to make validany defective organization of any foreigncorporations

9 Suits and actions upon choses inaction arising out of contracts sold or assigned by any foreign corporation whoseright to transact business has been revokedas hereinabove provided may be brought orprosecuted in the name of the purchaser orassignee The fact of sale or assignment andof purchase by the plaintiff shall be set forthin the writ or other process The defendantmay avail himself of any matter of defenseof which he might have availed himself in asuit upon the claim by the foreign corporation had its right to transact business notbeen revoked 1953 c549 114

57740 Application to corporations authorized to transact business in this state on

December 31 1953 Foreign corporationswhich are duly authorized to transact business in this state on December 31 1953 fora purpose or purposes for which a corporation might secure such authority under thischapter shall subject to the limitations setforth in their respective certificates of authority be entitled to all the rights and privileges applicable to foreign corporations procuring certificates of authority to transactbusiness in this state under this chapter andfrom December 31 1953 such corporationsshall be subject to all the limitations restrictions liabilities and duties prescribed hereinfor foreign corporations procuring certificates of authority to transact business in thisstate under this chapter 1953 c549 115

57745 Transacting business without

certificate of authority 1 No foreign corporation transacting business in this statewithout a certificate of authority shall bepermitted to maintain any action suit orproceeding in any court of this state untilsuch corporation shall have obtained a certificate of authority Nor shall any actionsuit or proceeding be maintained in anycourt of this state by any successor or as

signee of such corporation on any rightclaim or demand arising out of the transaction of business by such corporation inthis state until a certificate of authorityshall have been obtained by such corporationor by a corporation which has acquired all orsubstantially all of its assets

2 The failure of a foreign corporationto obtain a certificate of authority to transact business in this state shall not impair thevalidity of any contract or act of such corporation and shall not prevent such corporation from defending any action suit or proceeding in any court of this state

3 A foreign corporation which transacts business in this state without a certifi

cate of authority shall be liable to this statefor the years or parts thereof during whichit transacted business in this state without acertificate of authority in an amount equalto all fees and charges which would havebeen imposed by this chapter upon such corporation had it duly applied for and receiveda certificate of authority to transact businessin this state as required by this chapter andthereafter filed all reports required by thischapter plus all penalties imposed by thischapter for failure to pay such fees andcharges The Attorney General shall bringproceedings to recover all amounts due thisstate under the provisions of this section1953 c549 11657750 Reserved for expansion

ANNUAL REPORTS

381

57755 Annual statement of domestic

and foreign corporations 1 Each domesticcorporation and each foreign corporationauthorized to transact business in this stateshall file within the time prescribed by thischapter an annual statement setting forth


b The address of the registered officeof the corporation in this state and the nameof its registered agent in this state at suchaddress and in the case of a foreign corporation the address of its principal office inthe state or country under the laws of whichit is incorporated

c The names and respective addressesincluding street and number if any of thepresident secretary and treasurer of thecorporation

d A statement of the aggregate number of shares which the corporation has authority to issue itemized by classes par


value of shares shares without par valueand series if any within a class

e A statement of the aggregate number of shares subscribed but not paid upitemized by classes par value of sharesshares without par value and series if anywithin a class

f A statement of the aggregate number of paid up shares itemized by classespar value of shares shares without parvalue and series if any within a class andin case of no par value shares the price pershare at which it was issued

g Such additional information as theCorporation Commissioner may deem reasonably necessary or appropriate

2 Such annual statement shall be madeon forms prescribed and furnished by theCorporation Commissioner and the information therein contained shall be given as ofJune 30 of each year It shall be executed byan officer of the corporation or if the corporation is in the hands of a receiver ortrustee it shall be executed on behalf of thecorporation by such receiver or trustee1953 c549 117

57757 Filing of annual statement of domestic and foreign corporations Such annualstatement of a domestic or foreign corporation shall be delivered to the CorporationCommissioner between June 1 and August 1of each year If the Corporation Commissioner finds that such statement conforms to

the requirements of this chapter he shall filethe same If he finds that it does not so

conform he shall return the same to thecorporation for any necessary corrections inwhich event the penalties hereinafter prescribed for failure to file such statement

within the time hereinabove provided shallnot apply if such statement is corrected toconform to the requirements of this chapterand returned to the Corporation Commissioner in sufficient time to be filed prior tothe first day of September of the year inwhich it is due 1953 c549 118

57760 Repealed by 1953 c549 138

FEES AND CHARGES

57761 Fees for filing documents andissuing certificates 1 The CorporationCommissioner shall charge and collect for

a Filing articles of incorporation afiling fee as hereinafter set out and suchcorporation shall at the same time pay theannual license fee prescribed in this chapter

for the succeeding fraction of a fiscal yearThe filing fee shall be graduated in accordance with the authorized shares of the cor

poration named in its articles of incorporation as follows

If authorized But do not

shares exceed exceed Fee

0 5000 10

5000 10000 15

10000 25000 20

25000 50000 30

50000 100000 50

100000 250000 75

250000 500000 100

500000 1000000 125

If the authorized shares exceed1000000a fee of 200

For the purpose of determining the amountof the organization fee payable by any corporation having shares of stock withoutnominal or par value but for no other purpose such shares of stock shall be deemedequivalent to shares having a par value of10 each

b A Filing articles of amendment orarticles of merger which provide for an increase of the authorized shares of any domestic corporation a fee which is equivalent to thefiling fee paid by a corporation whose authorized shares equal the newly increasedauthorized shares of the filing corporationless the filing fee already paid by the filingcorporation

B The filing corporation also shall payto the Corporation Commissioner an annuallicense fee which shall be equivalent to theannual license fee paid by a corporationwhose authorized shares equal the newly increased authorized shares of the filing corporation less the annual license fee alreadypaid by the filing corporation Corporationsrequired to pay this increased annual licensefee shall pay it for that portion of the remaining fiscal year

C Filing amended articles of incorporation decreasing the authorized shares doesnot reduce the annual license fee of any corporation filing it until the beginning of thefiscal year next following that in which theamended articles have been filed

D Every corporation w h i c h files

amended articles of incorporation or articlesof merger shall upon each filing pay to theCorporation Commissioner a minimum fee of5 where there is no increase in authorizedcapitalization

c Filing articles of consolidation and382

is

PRIVATE CO GENERALLY

issuing a certificate of consolidation thesame fees as prescribed in paragraph a ofsubsection 1 of this section

d Filing an application to reserve acorporate name 5

e Filing a notice of transfer of a reserved corporate name 5f Filing a statement of the establish

ment of a series of shares 5g Filing a statement of cancelation of

shares 5h Filing a statement of reduction of

stated capital 5i Filing a statement of intent to dis

solve 1j Filing a statement of revocation of

voluntary dissolution proceedings 1k Filing articles of dissolution 5L Filing an application of a foreign

corporation for a certificate of authority totransact business and issuing a certificate ofauthority 50

m Filing an application of a foreigncorporation for an amended certificate ofauthority to transact business in this stateand issuing an amended certificate of authority 5

n Filing a copy of an amendment tothe articles of incorporation of a foreign corporation holding a certificate of authority totransact business in this state 5

o Filing a copy of articles of merger ofa foreign corporation holding a certificate ofauthority to transact business in this state5

p Filing an application for withdrawalof a foreign corporation and issuing a certificate of withdrawal 5

q Filing any other statement or reportexcept an annual statement of a domestic orforeign corporation 1

2 The Corporation Commissioner shallnot file any document relating to any corporation domestic or foreign organizedunder or subject to the provisions of thischapter until all fees and charges providedto be paid in connection therewith shall havebeen paid to him or while the corporation isin default in the payment of any feescharges or penalties herein provided to bepaid by or assessed against it 1953 c549119

57765 Repealed by 1953 c549 138

57766 Miscellaneous charges The Corporation Commissioner shall charge and collect

1 For furnishing a certified copy of383

57767

any document instrument or paper relatingto a corporation 25 cents per folio of 100words or fraction thereof and 2 for thecertificate and affixing the seal thereto

2 For every document certificate orinstrument upon which the commissioner isrequired to affix his official seal he shallcollect a fee of 2 where no other fee isspecifically exacted therefor

3 At the time of any service of processon him as resident agent of a corporation2 which amount may be recovered as taxable costs by the party to the suit or actioncausing such service to be made if such partyprevails in the suit or action 1953 c549120

57767 License fees payable by domesticcorporations 1 Every domestic corporation shall pay an annual license fee in proportion to the amount of its authorized capital stock This fee shall be equal to the filingfee prescribed in this chapter The amount ofthe authorized capital stock of every corporation shall be determined by its articles ofincorporation or amendments or supplementary articles of incorporation filed withthe Corporation Commissioner The annuallicense fee required by this section shall bepaid in advance for the fiscal year beginningJuly 1 of each year In case of new corporations formed during the fiscal year the firstyears fee shall be proportionate to suchfraction of a year

2 Every corporation formed or organized under the laws of the State of Oregonfor the purpose of engaging in the businessof mining for any of the precious metalscoal or prospecting or operating for oil oroperating an oil well and whose business it isto engage in that business in Oregon onlyshall during the month of June and on orbefore August 1 of each year furnish to theCorporation Commissioner upon blanks tobe supplied by him for that purpose a correct statement sworn to by one of its officersbefore some officer authorized to administer

oaths setting forth in detail the name of thecorporation the location of its principal office the names of the president secretaryand treasurer thereof with the postofficeaddress of each the amount of the authorized capital stock the number of shares andthe par value of each share the amount ofcapital stock subscribed the amount of capital stock issued the amount of capital stockpaid up and the amount of its properties inthis state and where they are located The


statement shall also state in general termsthe amount of work done and improvementsmade on its properties since the time offiling the last annual report the amount andvalue of the annual output or products ofthe mines coal or wells of the corporationbetween January 1 and December 31 of thepreceeding year and that the corporation isnot engaged in or transacting any otherbusiness except that of locating prospectingdeveloping or operating mines for preciousmetals coal or wells for oil in Oregon Anysuch mining or oil corporation whose annualoutput or products do not exceed in value thesum of 1000 shall if the above providedstatement is properly filed within the prescribed time be exempt from the payment ofthe annual license fee as provided by subsection 1 hereof but in lieu thereof shall payan annual license fee of 10 However nosuch corporation shall be required to makesuch statement if it files the statement re

quired by ORS 57755 and pays the annuallicense fee required by subsection 1 hereof

3 Every corporation shall pay to theCorporation Commissioner by August 15 ofeach year the annual license fee for thefiscal year beginning July 1 of that year Ifthe fee is not so paid then interest at therate of 6 percent per annum shall be collectedby the Corporation Commissioner from saidAugust 15 until payment is received 1953c549 121

57769 License fees payable by foreigncorporations Every foreign corporationjoint stock company or association doingbusiness in this state except those formedor organized for an educational literaryscientific religious or charitable purposeshall between July 1 and August 15 of eachyear pay in advance to the Corporation Department an annual license fee of 200 Ifthe fee is not so paid then interest at therate of 6 percent per annum shall be collectedby the Corporation Commissioner from saidAugust 15 until payment is received However nothing in this section shall be construedto impose any annual license fee upon anycorporation all of the issued capital stockof which is beneficially owned by the UnitedStates either directly or through the medium of another corporation wholly owned bythe United States When a foreign corporation enters the state during any fiscal yearfor the purpose of transacting businesstherein the first years fee shall be proportionate to the fraction of the year and

shall be payable in advance 1953 c549122

57770 Repealed by 1953 c549 138

57775 Repealed by 1953 c549 138

MISCELLANEOUS PROVISIONS

57776 Powers of Corporation Commissioner The Corporation Commissioner shallhave the power and authority reasonablynecessary to enable him to administer thischapter efficiently and to perform the dutiestherein imposed upon him 1953 c549 125

384

57778 Appeal from Corporation Commissioner 1 If the Corporation Commissioner shall fail to approve any articles ofincorporation amendment merger consolidation or dissolution or any other documentrequired by this chapter to be approved bythe Corporation Commissioner before thesame shall be filed in his office he shallwithin 10 days after the delivery thereof tohim give written notice of his disapprovalto the person or corporation domestic orforeign delivering the same specifying thereasons therefor Such person or corporation in addition to any other legal remedywhich may be available shall have the rightto appeal from such order to the CircuitCourt of Marion County by filing with theclerk of such court a petition setting fortha copy of the articles or other documentssought to be filed and a copy of the writtendisapproval thereof by the Corporation Commissioner and by executing a bond in thepenal sum of 500 to the State of Oregonwith sufficient surety to be approved by thecourt conditioned upon the faithful prosecution of such appealto final judgment andthe payment of all costs as shall be adjudgedagainst the appellant Such petition shallstand as appellantscomplaint and be servedupon the Corporation Commissioner in themanner provided by law The court shalleither sustain the action of the commissioneror direct him to take such action as the court

may deem proper2 This section shall likewise be appli

cable if the Corporation Commissioner shallrevoke the certificate of authority to transact business in this state of any foreign corporation pursuant to the provisions of thischapter In such event the petition of suchforeign corporation shall set forth a copy ofits certificate of authority to transact business in this state and a copy of the notice of

PRIVATE CORPORATIONSGENERALLY 57783

revocation given by the Corporation Commissioner

3 The judgment of the circuit court asprovided herein may be appealed to theSupreme Court of the State of Oregon inthe same manner as an appeal from a suit inequity 1953 c549 1261

57779 Sanctions and disabilities im

posed on delinquent corporations 1 Eachcorporation domestic or foreign which failsor refuses to pay any tax or fee required bythis chapter or which fails or refuses to fileany annual statement at the times providedfor in this chapter or fails to amend samewhen required to do so by the CorporationCommissioner in case it is incomplete irregular or unsatisfactory shall be liable to a fine of100 This amount shall be recovered together with any license fee and interest dueby an action at law in the name of the stateto be instituted by the Attorney General atthe request of the Corporation Commissioner

2 No domestic or foreign corporationdelinquent in any of the respects as set forthin subsection 1 hereof unless an appeal ispending with respect thereto under the provisions of this chapter shall be permitted tomaintain any suit action or proceedings inany court while such delinquency continuesA plea that the corporation has not paid thetax or fee which is then due and payable orhas failed to file the annual statements maybe interposed at any time before trial uponthe merits and if issue is joined upon suchplea it shall be tried first Such a plea cannot be made by the delinquent corporationThe certificate of the Corporation Commissioner under the seal of the CorporationDepartment that any corporation is in default in the payment of any tax or licensefee or in the filing of any annual statementshall be prima facie evidence of such delinquency in any court of justice or before anyboard commission magistrate officer orinferior tribunal Such evidence may be overcome however by a like certificate that anydelinquency theretofore existing has beencorrected and cured since the issuance of the

certificate of delinquency3 While such delinquency of any cor

poration continues the right of the corporation to transact business is deemed to be in

abeyance and shall be suspended but thisdelinquency shall not operate to impair ordelay the right of any other person firm orcorporation In all cases of suspension osuch right to transact business the direc

tors or managers of the affairs of any delinquent organization mentioned above whoseright to do business may be suspended orany other person who may be appointed byany court of competent jurisdiction to perform that duty are deemed to be trustees ofthe corporation and of the stockholders ormembers of the corporation They are alsodeemed to have full power to settle theaffairs of the corporation and to maintain ordefend any action or proceeding then pendingin behalf of or against it or to take legalproceedings necessary to fully settle itsaffairs These trustees may be sued in anycourt of this state after such suspension byany person having a claim against any ofsuch corporations However no suit oraction pending against any such corporationat the time of such suspension shall abatebut it may be prosecuted to final judgmentand may be enforced by execution with thesame effect and in like manner as though nodelinquency or suspension had occured provided further that where judgment has beenentered against such corporation prior tcthe delinquency or suspension an executionmay be issued thereon and its property orproperty that may come into the hands ofany trustee for it may be levied upon seizedand sold to satisfy the judgment with likeeffect as though the suspension had notoccurred 1953 c549 123

57780 Repealed by 1953 c519 13857781 Certificates and certified copies

to be received in evidence All certificates

issued by the Corporation Commissioner inaccordance with the provisions of this chapter and all copies of documents filed in hisoffice in accordance with the provisions ofthis chapter when certified by him shall betaken and received in all courts public officesand official bodies as prima facie evidence ofthe facts therein stated A certificate by theCorporation Commissioner under the seal ofthe Corporation Department State of Oregon as to the existence or nonexistence ofthe facts relating to corporations whichwould appear from the presence or absenceof documents filed in his office or the com

pliance or noncompliance with provisions ofthis chapter shall be taken and received inall courts public offices and official bodiesas prima facie evidence of the existence ornonexistence of the facts stated therein1953 c549 127

f 57783 Forms to be furnished by Corporation Commissioner All reports required by

385

57786 CORPORATIO ASSAND PARTNERSHI

this chapter to be filed in the office of theCorporation Commissioner shall be made onforms which shall be prescribed and furnished by the Corporation CommissionerForms for all other documents to be filed in

the office of the Corporation Commissionershall be furnished by the Corporation Commissioner on request therefor but the usethereof unless otherwise specifically prescribed in this chapter shall not be mandatory 1953 c549 128

57785 Repealed by 1953 c549 138

57786 Greater voting requirementsWhenever with respect to any action to betaken by the shareholders of a corporationthe articles of incorporation require the voteor concurrence of the holders of a greaterproportion of the shares or of any class orseries thereof than required by this chapterwith respect to such action the provisions ofthe articles of incorporation shall control1953 c549 1291

57788 Waiver of notice Whenever anynotice is required to be given to any shareholder or director of a corporation under theprovisions of this chapter or under the provisions of the articles of incorporation orbylaws of the corporation a waiver thereofin writing signed by the person or personsentitled to such notice whether before orafter the time stated therein shall be equivalent to the giving of such notice 1953 c549130

57790 Repealed by 1953 c549 13857791 Action by shareholders or direc

tors without a meeting Any action requiredby this chapter to be taken at a meeting ofthe shareholders or directors of a corporation or any other action which may be takenat a meeting of the shareholders or directorsmay be taken without a meeting if a consentin writing setting forth the action so takenshall be signed by all of the shareholders ordirectors entitled to vote with respect to thesubject matter thereof Such consent shallhave the same force and effect as a unanimous vote of such shareholders or directorsand may be stated as such in any articles ordocument filed with the Corporation Commissioner under this chapter 1953 c549131

57793 Liability for unauthorized assumption of corporate powers All personswho assume to act as a corporation withoutthe authority of a certificate of incorporation

issued by the Corporation Commissionershall be jointly and severally liable for alldebts and liabilities incurred or arising as aresult thereof 1953 c549 132

57795 Repealed by 1953 c549 1381

57796 Application to corporations existing on December 31 1953 1 The provisionsof the Oregon Business Corporation Act shallapply to the fullest extent permitted by thelaws and Constitution of the United States

and of the State of Oregon to all existingcorporations organized under any generalAct of this state

2 Nothing contained in the OregonBusiness Corporation Act shall be construedto repeal or to amend the present statutes relating to banks and trust companies insurance casualty and surety companies cooperative associations industrial loan companiescredit unions building and savings and loanassociations nonprofit corporations and

other corporations for which special regulation different from the general privatebusiness corporation laws of this state hasexisted prior to December 31 1953 1953c549 133

57797 Corporations incorporated priorto December314953 under special Acts mayincorporate under Oregon Business Corporation Act The stockholders of any privateincorporation heretofore incorporated byany special Act of the legislature may at anytime hereafter while such corporation existsincorporate themselves under the OregonBusiness Corporation Act in the mode herein prescribed for the purpose of carrying onthe enterprise business pursuit or occupation for which they may have been speciallyincorporated and the filing of the articlesof incorporation shall be deemed a surrenderof such special incorporation but not of anyvested right thereunder and thereafter suchcorporation shall have the powers and privileges and be subject to the liabilities andlimitations provided by the Oregon BusinessCorporation Act and not otherwise 1953c549 140

57798 Effect of amendment or repealof Oregon Business Corporation Act TheOregon Business Corporation Act may beamended repealed or modified but suchamendment repeal or modification shall notaffect any vested rights or take away or impair any remedy for any liability which shallhave been previously incurred 1953 c549134

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57799 Effect of repeal of prior ActsThe repeal of a prior Act by chapter 549Oregon Laws 1953 shall not affect any rightaccrued or established or any liability orpenalty incurred under the provisions ofsuch Act prior to the repeal thereof 1953c549 1351

57800 Repealed by 1953 c549 5138

57805 Issuance of one certificate to

certain owners of capital stock At the request of any holder of two or more certificates of the capital stock of any corporationorganized under the laws of this state suchcorporation shall upon the surrender of thecertificates issue to the holder of such capital stock one certificate for all shares of

stock of any one class in such corporationowned by the stockholder if the number ofsuch shares owned by the stockholder in theparticular class equals or exceeds 100

Formerly 57540

57807 Sales of stock purchasersrights unpaid subscription issuance of

stock for property and reports as to stockso issued All sales of stock whether voluntary or otherwise transfer to the purchaserall rights of the original holder or personfrom whom the stock is purchased It alsosubjects the purchaser to the payment ofany unpaid balance due or to become due onsuch stock but if the sale is voluntary theseller is still liable to existing creditors forthe amount of such balance unless it is paidby the purchaser Any corporation formedunder the laws of this state may purchasereal or personal property including thestock of any other corporation and mayissue stock to the amount of the value there

of in payment and the stock so issued shallbe fully paid stock and not liable to anyassessment In the absence of actual fraud

in the transaction the judgment of the directors as to the value of property purchased shall be conclusive In all statements

or reports of the corporation to be publishedor filed the stock so issued shall not bestated or reported as being issued for cashpaid to the corporation but shall be reportedin this respect according to the fact Formerly 57545

57809 Offices or principal place ofbusiness of certain corporations meetingsof directors or trustees outside the state

Any corporation including nonprofit corporations incorporated under ORS 61010which is organized under the laws of this

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state may establish one or more offices orits principal place of business in any of theseveral states the United States and its dependencies and in any foreign countriesAny corporation may by the filing of supplementary articles in the manner prescribedby ORS 57115 or in the case of a nonprofitcorporation by ORS 61080 change its principal place of business from this state toany such place and the meetings of its directors or trustees may be held without thestate Formerly 576051

Note ORS 57115 Repealed by 1953 c549 138was as follows

1 A majority of the directors of any corporation may execute acknowledge and file supplementary articles of incorporation with the Corporation Commissioner This may be done at any timeaWhen a three fourths vote of all the stock

subscribed shall so determine at a stockholders

meeting called for any of the following purposesChanging the corporate name its principal officeor place of business the amount of its capital stockthe amount of shares thereof the par value of itsshares or engaging in any business cognate orgermane to the original objects or primary purposeof said corporation not in violation of law or forthe purpose of providing for the issuance of two ormore classes of stock or of shares of stock with or

without nominal or par value orb When a seven eighths vote of all the stock

subscribed shall so determine at a called stock

holders meeting for the purpose of engaging inany new enterprise or pursuit not in violation of lawor for the purpose of changing any part of theirroad or canal or either terminus or both whennot in violation of law or any contract enteredinto by the corporation

2 One executed counterpart of the supplemental articles shall be filed with the county clerk inthe county where the corporation has its principaloffice and shall be recorded by him in the samemanner as other articles of incorporation arerecorded

57811 Certain de facto corporationsmade legal corporations Any corporationorganized under the laws of this state priorto August 2 1951 which has maintained itscorporate existence and is now a de factocorporation engaged in the pursuits forwhich it was organized and which has filedand recorded its articles of incorporationwith either the Corporation Commissioneror the clerk of the county of its organization but not with both or which has filedand recorded its articles as provided by lawbut has not had them properly acknowledged hereby is declared to be a legal corporation having the same status as thoughit had complied with such requirements oflaw Formerly 57015

57815 Foreign utilities powers ofleasing of railroads by foreign corporations1 Any foreign corporation incorporated


for the purpose of constructing or constructing and operating or for the purposeof or with the power of acquiring and operating any railway macadamized road plankroad clay road canal or bridge or for thepurpose of conducting water gas or othersubstance by means of pipes laid under theground shall on compliance with the lawsof this state for the regulation of foreigncorporations transacting business thereinhave the same rights powers and privilegesin the exercise of the rights of eminent domain collection of tolls and other prerogative franchises and in the control management and disposition of their business franchises and property as are possessed bycorporations organized for similar purposesunder the general incorporation laws of thisstate

2 However in the case of the leasingof any line of railroad incorporated underthe laws of this state by a foreign corporation the State of Oregon reserves to itselfthrough its Legislative Assembly and insuch manner as it shall determine the rightpower and authority to prescribe the rate tobe charged for the transportation of personsand property on such leased lines and alsoto prescribe and make such police regulations for the government of such roads asit may from time to time determine Formerly 60100

57820 Activities of certain foreign corporations concerning notes secured by realtyISubject to subsection 1 of ORS 57822any foreign bank foreign trust company orforeign insurance company interinsuranceor reciprocal exchange without being authorized to transact business in this state maytake acquire hold and enforce notes securedby real estate mortgages or trust deeds andmake commitments to purchase such notes

2 Such foreign bank foreign trustcompany foreign insurance company orinterinsurance or reciprocal exchange shallhave the right to foreclose said mortgagesand trust deeds acquired pursuant to subsection 1 of this section in the courts ofthis state to acquire the mortgaged property to hold own and operate said propertyfor a period not exceeding five years anddispose of said property so acquired

3 The activities authorized by subsections 1 and 2 of this section by suchbank trust company insurance companyinterinsurance or reciprocal exchange shallnot constitute transacting business within

the meaning of section 77301 OCLA1953 c717 11

57822 Prerequisites to engaging in

activities authorized by ORS 57820 1Before any foreign bank foreign trust company foreign insurance company interinsurance or reciprocal exchange engages inany of the activities described in ORS 57820such bank trust company or insurance company interinsurance or reciprocal exchangeshall first file with the Corporation Commissioner a statement signed by its presidentsecretary treasurer or general manager thatit constitutes the Corporation Commissionerits attorney for service of process and shallpay an annual license fee of 200 The statement shall include the address of the principal place of business of such bank trustcompany insurance company interinsuranceor reciprocal exchange

2 The Corporation Commissioner shallupon service of process upon him as authorized by subsection 1 of this section immediately forward all documents servedupon him by registered mail to the principalplace of business of such bank trust company insurance company interinsurance orreciprocal exchange 1953 c717 2

57824 Taxation of foreign corporationsby reason of activities authorized by ORS57820 The engaging in the activities authorized by ORS 57820 by any foreign bankforeign trust company or foreign insurancecompany interinsurance or reciprocal exchange shall not subject such bank trustcompany or insurance company interinsurance or reciprocal exchange to any taxlicense fee or charge except as provided inORS 57822 for the privilege of doing business within the State of Oregon or to any taxmeasured by net or gross income providedhowever that in the event any such foreignbank foreign trust company foreign insurance company interinsurance or reciprocalexchange shall acquire any real propertycovered by said mortgages or trust deed allincome accruing to such foreign bank foreign trust company foreign insurance company interinsurance or reciprocal exchangesolely from the ownership sale or other disposal of such real property shall be subjectto taxation in the same manner and on the

same basis as income of corporations doingbusiness in the State of Oregon 1953 c7173

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PENALTIES

57990 Repealed by 1953 c549 138

57991 Penalty for signing or filing falsestatements Any officer or director who shallsign or cause to be filed with the CorporationCommissioner on behalf of any corporationsubject to the Oregon Business CorporationAct any articles certificate report statement application or any other documentrequired or permitted to be so filed undersuch Act known to such director or officerto be false or misleading in any materialrespect shall be punished upon convictionby imprisonment in the county jail not morethan one year or by fine not exceeding1000 1953 c549 124

57992 Penalty for exercising power ofa dissolved corporation Any person or persons who shall exercise or attempt to exercise any power of a dissolved corporationexcept those specifically preserved by thischapter shall be guilty of a misdemeanor

57994

and shall be punished upon conviction byimprisonment not exceeding one year or afine not exceeding 1000 or both 1953c549 88

57993 Penalty for exercising power offoreign corporation after revocation of

authority Violation of subsection 2 ofORS 57735 is punishable upon convictionby a fine not exceeding 1000 or by imprisonment not exceeding one year or both1953 c549 114

57994 Penalty for doing business forunlicensed foreign corporation Any personor agent who conducts and carries on business within the limits of this state for or in

the name of any foreign corporation not dulylicensed or qualified to transact businesswithin this state shall upon conviction bepunished by a fine not exceeding 200 or byimprisonment in the county jail for a termnot exceeding three months or both 1953c549 139

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private corporations generally

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