ORS 707.246
Manner of amending articles of incorporation


Amendments to the articles of incorporation shall be made in the following manner:

(1)

If an institution or Oregon stock savings bank has issued shares of stock:

(a)

The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting.

(b)

Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected shall be given to each shareholder of record entitled to vote within the time and in the manner provided in this chapter for giving notice of meetings of shareholders. If the meeting is an annual meeting, the proposed amendment or such summary may be included in the notice of such annual meeting.

(c)

At such meeting, a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least a majority of the shares entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least a majority of the shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon.

(2)

Intentionally left blank —Ed.

(a)

If an institution or Oregon stock savings bank has not issued any shares of stock, the articles of incorporation may be amended by resolution adopted by a majority of the directors.

(b)

If the provisions of the articles of incorporation relating to the duration, purposes, authorized shares, rights or preferences of shares, or internal affairs of the institution or Oregon stock savings bank are amended by the directors prior to the issuance of stock, the directors shall immediately notify in writing each person who is a party to any agreement for the subscription of stock of the institution or Oregon stock savings bank. Such notice shall set forth the text of the amendment and state that the subscriber may, within 30 days after delivery or mailing of the notice of amendment, rescind the subscriber’s subscription by notice in writing delivered or mailed to the directors at an address specified. If a notice of rescission is not delivered or mailed within 30 days, the subscriber may not thereafter assert the fact of the amendment as the basis for avoiding the subscription agreement or asserting any claim against any person.

(3)

Any number of amendments may be submitted to the shareholders or directors and voted upon by them at one meeting. [1989 c.324 §11; 1997 c.631 §60]

Source: Section 707.246 — Manner of amending articles of incorporation, https://www.­oregonlegislature.­gov/bills_laws/ors/ors707.­html.

707.005
Organization required to engage in banking or trust business
707.007
Organization of Oregon bank as limited liability company
707.010
Certificate required to transact banking business
707.020
Violation of ORS 707.005 or 707.010
707.025
Organization of banking institution for purpose of merging with, acquiring assets of or assuming liabilities of financial institution
707.035
Conversion of trust company to Oregon bank
707.050
Initial paid-in capital requirement
707.070
Application for authority to organize banking institution
707.075
Banking institution name
707.080
Investigation and ruling on application
707.090
Refusal to file articles of incorporation or grant charter after approval of application
707.100
Time for submitting articles of incorporation
707.110
Execution and submission of articles of incorporation
707.120
Issuance of certificate of incorporation when filings conform to law
707.140
Submission of organization information
707.145
Grounds for refusing authority to organize
707.150
Refusal of authority to organize
707.155
Authority to require additional investigatory information
707.160
Transaction of business prior to organization
707.170
Effective date of charter
707.180
Location of principal place of business
707.182
Registered agent
707.184
Changes in registered office or agent
707.186
Resignation of registered agent
707.188
Service of process on institution or Oregon stock savings bank
707.195
Offering documents for sale of stock
707.200
Payments by subscribers of full amount of stock subscriptions
707.210
Stock issuance after obtaining charter
707.220
Stock record
707.230
Transfer of stock
707.242
Bylaws
707.244
Amendment of articles of incorporation
707.246
Manner of amending articles of incorporation
707.248
Shareholders authorized to vote on amendment to articles of incorporation
707.250
Execution of amendments to articles of incorporation
707.252
Filing of amended articles of incorporation
707.254
Effective date of amended articles of incorporation
707.256
Restated articles of incorporation
707.258
Terms of class of shares or series within class determined by board of directors
707.260
Fractional shares
707.262
Share options
707.266
Expenses of organization or issue of shares
707.268
Restrictions on redemption of shares
707.270
Effect of redemption of shares
707.272
Paid-in capital
707.350
Payment prior to issuance of certificate of stock
707.380
Limitation on dividends
707.400
Suspension of payment of dividends
707.410
Record of dividends declared
707.415
Report of dividends declared
707.610
Annual and special stockholder meetings
707.611
Notice of meeting
707.612
Action without meeting
707.613
Shareholder waiver of notice
707.615
Record date
707.617
Shareholders list for meeting
707.619
Voting entitlement of shares
707.620
Special stockholder meeting called by director
707.621
Quorum
707.623
Modification of quorum or voting requirements
707.625
Exemption from personal liability for good faith acts or omissions in compliance with statute, rule or order
707.642
Organizational meeting of directors
707.644
Committees of board of directors
707.646
Staggered terms for directors
707.648
Removal of directors by shareholders
707.660
General standards for directors
707.665
General standards for officers
707.670
Regular meetings of directors
707.675
Report of loans and investments
707.680
Special board meetings called by director
707.690
Filling director vacancy
707.700
Selection and control of officers by directors
707.705
Investigation of new director, president and chief executive officer
707.710
Removal of officer or director
707.720
Violation of law or omission of duty by officer or director
707.730
Official communications from Department of Consumer and Business Services
707.735
Officers and directors to notify law enforcement officers of certain criminal violations
707.740
Examining or audit committee
707.744
Definitions for ORS 707.744 to 707.764
707.746
Authority to indemnify directors
707.748
Mandatory indemnification
707.752
Advance for expenses
707.754
Court-ordered indemnification
707.756
Determination and authorization of indemnification
707.758
Indemnification of officers, employees and agents
707.762
Insurance
707.764
Application of ORS 707.744 to 707.762
Green check means up to date. Up to date