ORS 65.434
Amendment by directors
(1)
Unless a corporation’s articles of incorporation provide otherwise, the corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without member approval:(a)
To extend the duration of the corporation if the corporation was incorporated at a time when limited duration was required by law;(b)
To delete the names and addresses of the initial directors and incorporators;(c)
To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;(d)
To delete the mailing address if an annual report has been filed with the Secretary of State;(e)
To change the corporate name by adding, changing or deleting the word “corporation,” “incorporated,” “company,” “limited” or the abbreviation “corp.,” “inc.,” “co.” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name;(f)
To include a statement of whether the corporation is a public benefit corporation, mutual benefit corporation or religious corporation; or(g)
To make any other change expressly permitted by this chapter to be made by director action.(2)
If a corporation does not have members entitled to vote on articles of incorporation, the corporation’s incorporators, until directors have been chosen, and thereafter the corporation’s board of directors, may adopt one or more amendments to the corporation’s articles of incorporation subject to any approval required pursuant to ORS 65.467 (Approval by third persons). The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with ORS 65.344 (Call and notice of meetings) (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Unless the articles of incorporation or bylaws require a greater vote or the board of directors requires a greater vote, the amendment must be approved by a majority of the directors voting on the amendment. [1989 c.1010 §108; 1991 c.231 §10; 2019 c.174 §73]
Source:
Section 65.434 — Amendment by directors, https://www.oregonlegislature.gov/bills_laws/ors/ors065.html.
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