ORS 65.624
Dissolution by directors, members and third persons
(1)
Unless a corporation’s articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if the dissolution is approved:(a)
By the board of directors;(b)
By the members of a mutual benefit corporation entitled to vote on dissolution, if any, by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation; and(c)
In writing, by any person or persons whose approval is required for an amendment of the articles of incorporation or bylaws, as authorized by ORS 65.467 (Approval by third persons), or for dissolution.(2)
Intentionally left blank —Ed.(a)
If the corporation does not have members entitled to vote on dissolution, the board of directors must approve the dissolution. In addition, the corporation shall provide notice of any meeting of the board of directors at which such approval is to be considered 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 dissolution of the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.(b)
Even if the number of directors in office at the time the board considers the proposed dissolution is less than the minimum required under this chapter, under the articles of incorporation or under the corporation’s bylaws, a majority of the directors in office at the time the board considers the proposed dissolution may approve the dissolution.(3)
The board of directors may condition the board’s submission of the proposed dissolution to a vote of members, and the members may condition the members’ approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.(4)
If the board of directors seeks to have dissolution approved by the members at a membership meeting, the corporation shall give all members, whether or not entitled to vote, notice of the proposed 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 dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.(5)
If the board of directors seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan of dissolution.(6)
The plan of dissolution must indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. [1989 c.1010 §131; 1991 c.231 §11; 2019 c.174 §89; 2021 c.389 §2]
Source:
Section 65.624 — Dissolution by directors, members and third persons, https://www.oregonlegislature.gov/bills_laws/ors/ors065.html.
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