2021 Oregon Revised Statutes
Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers
Section 707.248 - Shareholders authorized to vote on amendment to articles of incorporation.


(a) Increase or decrease the aggregate number of authorized shares of such class.
(b) Effect an exchange, reclassification or cancellation of all or part of the shares of such class.
(c) Effect an exchange, or create a right of exchange, of all or any part of the shares of another class into the shares of such class.
(d) Change the designations, preferences, limitations or relative rights of the shares of such class.
(e) Change the shares of such class into the same or a different number of shares of the same class or another class or classes.
(f) Create a new class of shares with rights and preferences prior and superior to the shares of such class, or increase the rights and preferences of any class with rights and preferences prior or superior to the shares of such class.
(g) Divide the shares of such class into series and fix and determine the designation of such series and the variations in the relative rights and preferences between the shares of such series or authorize the board of directors to do so.
(h) Limit or deny the existing preemptive rights of the shares of such class.
(i) Cancel or otherwise affect dividends on the shares of such class which had accrued but had not been declared.
(2) Different series of the same class of shares shall not constitute different classes of shares for the purpose of voting by classes upon a proposed amendment, except when a series will be adversely affected by an amendment in a manner different from other shares of the same class. [1989 c.324 §12; 1997 c.631 §61]

Structure 2021 Oregon Revised Statutes

2021 Oregon Revised Statutes

Volume : 18 - Financial Institutions, Insurance

Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers

Section 707.007 - Organization of Oregon bank as limited liability company.

Section 707.010 - Certificate required to transact banking business; exemption.

Section 707.020 - Violation of ORS 707.005 or 707.010; investigation; injunction.

Section 707.025 - Organization of banking institution for purpose of merging with, acquiring assets of or assuming liabilities of financial institution; procedure; conditions; fee.

Section 707.050 - Initial paid-in capital requirement.

Section 707.070 - Application for authority to organize banking institution; fee; contents.

Section 707.075 - Banking institution name.

Section 707.080 - Investigation and ruling on application; conditional approval; appeal.

Section 707.110 - Execution and submission of articles of incorporation; contents.

Section 707.120 - Issuance of certificate of incorporation when filings conform to law.

Section 707.140 - Submission of organization information; issuance of charter.

Section 707.145 - Grounds for refusing authority to organize.

Section 707.155 - Authority to require additional investigatory information; fingerprinting.

Section 707.160 - Transaction of business prior to organization; failure to complete organization; liability.

Section 707.170 - Effective date of charter; commencement of business; effect of failure to commence business.

Section 707.182 - Registered agent; registered office.

Section 707.184 - Changes in registered office or agent.

Section 707.186 - Resignation of registered agent; discontinuance of registered office.

Section 707.188 - Service of process on institution or Oregon stock savings bank.

Section 707.210 - Stock issuance after obtaining charter; form of stock certificate; issuance of stock without certificate.

Section 707.220 - Stock record; contents; inspection.

Section 707.244 - Amendment of articles of incorporation; purposes for amendment.

Section 707.246 - Manner of amending articles of incorporation.

Section 707.248 - Shareholders authorized to vote on amendment to articles of incorporation.

Section 707.250 - Execution of amendments to articles of incorporation.

Section 707.252 - Filing of amended articles of incorporation.

Section 707.254 - Effective date of amended articles of incorporation; effect on existing cause of action.

Section 707.256 - Restated articles of incorporation.

Section 707.258 - Terms of class of shares or series within class determined by board of directors.

Section 707.260 - Fractional shares; scrip.

Section 707.262 - Share options; limits on issuance.

Section 707.270 - Effect of redemption of shares; statement of cancellation.

Section 707.272 - Paid-in capital; use; retained earnings reserve; approval of director for redemption of shares; rules.

Section 707.350 - Payment prior to issuance of certificate of stock; consideration; approvals.

Section 707.380 - Limitation on dividends; exception.

Section 707.610 - Annual and special stockholder meetings; notice of orders.

Section 707.613 - Shareholder waiver of notice; effect of attendance at meeting.

Section 707.615 - Record date.

Section 707.617 - Shareholders list for meeting.

Section 707.619 - Voting entitlement of shares.

Section 707.621 - Quorum.

Section 707.623 - Modification of quorum or voting requirements.

Section 707.644 - Committees of board of directors; limitations.

Section 707.646 - Staggered terms for directors.

Section 707.648 - Removal of directors by shareholders.

Section 707.660 - General standards for directors.

Section 707.665 - General standards for officers.

Section 707.670 - Regular meetings of directors; rules; quorum; notice; meetings using communications equipment.

Section 707.680 - Special board meetings called by director; penalty for failure to attend.

Section 707.700 - Selection and control of officers by directors; effect of removal of officers.

Section 707.705 - Investigation of new director, president and chief executive officer; fingerprinting; disapproval of election or appointment.

Section 707.710 - Removal of officer or director.

Section 707.735 - Officers and directors to notify law enforcement officers of certain criminal violations; investigations; costs.

Section 707.744 - Definitions for ORS 707.744 to 707.764.

Section 707.746 - Authority to indemnify directors.

Section 707.752 - Advance for expenses.

Section 707.754 - Court-ordered indemnification.

Section 707.756 - Determination and authorization of indemnification.

Section 707.758 - Indemnification of officers, employees and agents.

Section 707.764 - Application of ORS 707.744 to 707.762.