ORS 65.451
Restated articles of incorporation
(1)
A corporation’s board of directors may restate the corporation’s articles of incorporation at any time with or without approval by the members entitled to vote on articles of incorporation or any other person.(2)
The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members entitled to vote on articles of incorporation or any other person, the restatement must be adopted as provided in ORS 65.437 (Amendment by board of directors and members).(3)
If the board seeks to have the restatement approved by the members entitled to vote on articles of incorporation at a membership meeting, the corporation shall give to the members entitled to vote on articles of incorporation written notice of the proposed membership meeting in accordance with ORS 65.214 (Notice of meeting). 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 the restatement would make in the articles of incorporation.(4)
If the board of directors seeks to have the restatement approved by the members entitled to vote on articles of incorporation by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change the restatement would make in the articles of incorporation.(5)
A restatement requiring approval by the members entitled to vote on articles of incorporation must be approved by the same vote as an amendment to articles of incorporation under ORS 65.437 (Amendment by board of directors and members).(6)
A corporation restating the corporation’s articles of incorporation shall deliver to 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 of incorporation requiring approval by the members entitled to vote on articles of incorporation or any other person other than the board of directors and, if the restatement does not, that the board of directors adopted the restatement, or if the restatement contains an amendment to the articles of incorporation requiring approval by the members entitled to vote on articles of incorporation, the information required by ORS 65.447 (Articles of amendment); and(b)
If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required pursuant to ORS 65.467 (Approval by third persons), a statement that such approval was obtained.(7)
Restated articles of incorporation must include all statements required to be included in original articles of incorporation except that a statement is not 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 Secretary of State.(8)
Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation.(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; 2019 c.174 §77]
Source:
Section 65.451 — Restated articles of incorporation, https://www.oregonlegislature.gov/bills_laws/ors/ors065.html.
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