(1) A corporation’s board of directors may restate its articles of incorporation at any time with or without approval by the members entitled to vote on articles or any other person.
(2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members entitled to vote on articles or any other person, it must be adopted as provided in ORS 65.437.
(3) If the board seeks to have the restatement approved by the members entitled to vote on articles at a membership meeting, the corporation shall give written notice to the members entitled to vote on articles of the proposed membership meeting in accordance with ORS 65.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(4) If the board seeks to have the restatement approved by the members entitled to vote on articles by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(5) A restatement requiring approval by the members entitled to vote on articles must be approved by the same vote as an amendment to articles under ORS 65.437.
(6) A corporation restating its articles of incorporation shall deliver to the Office of the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(a) Whether the restatement contains an amendment to the articles requiring approval by the members entitled to vote on articles or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement, or if the restatement contains an amendment to the articles requiring approval by the members entitled to vote on articles, the information required by ORS 65.447; and
(b) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to ORS 65.467, a statement that such approval was obtained.
(7) Restated articles of incorporation shall include all statements required to be included in original articles of incorporation except that no statement is required to be made with respect to:
(a) The names and addresses of the incorporators or the initial or present registered office or agent; or
(b) The mailing address of the corporation if an annual report has been filed with the Office of the Secretary of State.
(8) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(9) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (6) of this section. [1989 c.1010 §112; 2005 c.22 §47]
Section: Previous 65.411 65.414 65.431 65.434 65.437 65.441 65.447 65.451 65.454 65.457 65.461 65.464 65.467 65.481 65.484 NextLast modified: August 7, 2008