Bill Text: OR HB2948 | 2011 | Regular Session | Introduced
Bill Title: Relating to forms for business registrations; declaring an emergency.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Failed) 2011-06-30 - In committee upon adjournment. [HB2948 Detail]
Download: Oregon-2011-HB2948-Introduced.html
76th OREGON LEGISLATIVE ASSEMBLY--2011 Regular Session
NOTE: Matter within { + braces and plus signs + } in an
amended section is new. Matter within { - braces and minus
signs - } is existing law to be omitted. New sections are within
{ + braces and plus signs + } .
LC 1861
House Bill 2948
Sponsored by Representative CLEM (Presession filed.)
SUMMARY
The following summary is not prepared by the sponsors of the
measure and is not a part of the body thereof subject to
consideration by the Legislative Assembly. It is an editor's
brief statement of the essential features of the measure as
introduced.
Requires Secretary of State to provide option on form for
articles of incorporation or organization by means of which
articles can indicate whether corporation, cooperative or limited
liability company will indemnify or pay expenses for director,
officer, member, manager, employee or agent of corporation,
cooperative or limited liability company.
Declares emergency, effective on passage.
A BILL FOR AN ACT
Relating to forms for business registrations; creating new
provisions; amending ORS 60.047, 63.047 and 65.047; and
declaring an emergency.
Be It Enacted by the People of the State of Oregon:
SECTION 1. ORS 60.047 is amended to read:
60.047. (1) The articles of incorporation shall set forth:
(a) A corporate name for the corporation that satisfies the
requirements of ORS 60.094;
(b) The number of shares the corporation is authorized to
issue;
(c) The address, including street and number, and mailing
address, if different, of the corporation's initial registered
office and the name of { - its - } { + the corporation's + }
initial registered agent at { - that - } { + the + } office;
(d) The name and address of each incorporator; and
(e) A mailing address to which notices, as required by this
chapter, may be mailed until { + the corporation has
designated + } an address { - has been designated by the
corporation - } in { - its - } { + the corporation's + }
annual report.
(2) The articles of incorporation may set forth:
(a) The names of the initial directors;
(b) The addresses of the initial directors;
(c) Provisions regarding:
(A) The purpose or purposes for which the corporation is
organized;
(B) Managing the business and regulating the affairs of the
corporation;
(C) Defining, limiting and regulating the powers of the
corporation, { - its - } { + the corporation's + } board of
directors and shareholders; and
(D) A par value for authorized shares or classes of shares;
(d) A provision eliminating or limiting the personal liability
of a director to the corporation or { - its - } { + the
corporation's + } shareholders for monetary damages for conduct
as a director, provided that { - no such - } { + a + }
provision { - shall - } { + may not + } eliminate or limit
the liability of a director for { - any - } { + an + } act or
omission { - occurring prior to - } { + that occurs
before + } the date when
{ - such - } { + the + } provision becomes effective and
{ - such - } { + the + } provision
{ - shall - } { + may + } not eliminate or limit the
liability of a director for:
(A) { - Any - } { + A + } breach of the director's duty of
loyalty to the corporation or { - its - } { + the
corporation's + } shareholders;
(B) Acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(C) { - Any - } { + An + } unlawful distribution under ORS
60.367; or
(D) { - Any - } { + A + } transaction from which the
director derived an improper personal benefit;
(e) A provision authorizing or directing the corporation to
conduct the business of the corporation in a manner that is
environmentally and socially responsible; and
(f) { - Any - } { + A + } provision that under this chapter
is required or permitted to be set forth in the bylaws.
(3) The articles of incorporation need not set forth any of the
corporate powers enumerated in this chapter.
{ + (4) If under ORS 60.016 the Secretary of State offers or
by rule requires the use of a form for the articles of
incorporation, the form that the Secretary of State offers or
requires must include, in addition to the information specified
in subsection (1) of this section, a provision by means of which
the articles indicate whether the corporation elects to indemnify
or pay the expenses of a director, officer, employee or agent of
the corporation under ORS 60.387 to 60.414. + }
SECTION 2. { + Section 3 of this 2011 Act is added to and made
a part of ORS chapter 62. + }
SECTION 3. { + If under ORS 62.045 the Secretary of State
offers or by rule requires the use of a form for articles of
incorporation for a cooperative, the form that the Secretary of
State offers or requires must include, in addition to information
the Secretary of State requires for the articles, a provision by
means of which the articles indicate whether the cooperative
elects to indemnify or pay the expenses of a director, officer,
employee or agent of the cooperative under ORS 62.462 to
62.482. + }
SECTION 4. ORS 63.047 is amended to read:
63.047. (1) The articles of organization shall set forth:
(a) The name of the limited liability company { + , + } which
{ - satisfies - } { + must satisfy + } the requirements of
ORS 63.094;
(b) The address, including street and number, and mailing
address, if different, of the limited liability company's initial
registered office and the name of { - its - } { + the limited
liability company's + } initial registered agent at
{ - that - } { + the + } office;
(c) A mailing address to which notices, as required by this
chapter, may be mailed until { + the limited liability company
designates + } an address { - has been designated by the
limited liability company in its - } { + in the limited
liability company's + } annual report;
(d) If the limited liability company is to be manager-managed,
a statement that the limited liability company will be
manager-managed or a statement that the limited liability company
is to be managed by a manager or managers;
(e) The name and address of each organizer;
(f) The latest date on which the limited liability company is
to dissolve or a statement that { - its - } { + the limited
liability company's + } existence is perpetual; and
(g) If a limited liability company is to render professional
service or services, as defined in ORS 58.015, the professional
service or services to be rendered through the limited liability
company.
(2) The articles of organization may set forth any other
provisions, not inconsistent with law, for the regulation of the
internal affairs of the limited liability company, including
{ - any - } { + a + } provision that is required or permitted
to be included in { - any - } { + an + } operating agreement
of the limited liability company under this chapter.
(3) The articles of organization need not set forth any of the
powers enumerated in this chapter.
{ + (4) If under ORS 63.016 the Secretary of State offers or
by rule requires the use of a form for the articles of
organization, the form that the Secretary of State offers or
requires must include, in addition to the information specified
in subsection (1) of this section, a provision by means of which
the articles of organization indicate whether the limited
liability company elects to indemnify a member, manager, employee
or agent of the limited liability company under ORS 63.160. + }
SECTION 5. ORS 65.047 is amended to read:
65.047. (1) The articles of incorporation formed pursuant to
this chapter { + , + } subsequent to October 3, 1989, shall set
forth:
(a) A corporate name for the corporation that satisfies the
requirements of ORS 65.094;
(b) One of the following statements or words of similar import:
(A) This corporation is a public benefit corporation;
(B) This corporation is a mutual benefit corporation; or
(C) This corporation is a religious corporation;
(c) The address, including street and number, of the
corporation's initial registered office and the name of
{ - its - } { + the corporation's + } initial registered agent
at { - that location - } { + the registered office + };
(d) The name and address of each incorporator;
(e) An { - alternate - } { + alternative + } corporate
mailing address
{ - which shall be that of - } { + that is the address
for + } the principal office, as defined in ORS 65.001, to which
notices, as required by this chapter, may be mailed until
the { + corporation designates the corporation's + } principal
office { - of the corporation has been designated by the
corporation - } in { - its - } { + the corporation's + }
annual report;
(f) Whether or not the corporation will have members as that
term is defined in this chapter; and
(g) Provisions regarding the distribution of assets on
dissolution.
(2) The articles of incorporation may set forth:
(a) The names and addresses of the initial directors;
(b) Provisions regarding:
(A) The purpose or purposes for which the corporation is
organized;
(B) Managing and regulating the affairs of the corporation;
(C) Defining, limiting and regulating the powers of the
corporation, { - its - } { + the corporation's + } board of
directors, and members or any class of members; and
(D) The characteristics, qualifications, rights, limitations
and obligations attaching to each or any class of members;
(c) A provision eliminating or limiting the personal liability
of a director or uncompensated officer to the corporation or
{ - its - } { + the corporation's + } members for monetary
damages for conduct as a director or officer, provided that
{ - no such - } { + a + } provision { - shall - } { + may
not + } eliminate or limit the liability of a director or officer
for { - any - } { + an + } act or omission { - occurring
prior to - } { + that occurs before + } the date when
{ - such - } { + the + } provision becomes effective, and
{ - such - } { + the + } provision { - shall - } { +
may + } not eliminate or limit the liability of a director or
officer for:
(A) { - Any - } { + A + } breach of the director's or
officer's duty of loyalty to the corporation or { - its - }
{ + the corporation's + } members;
(B) Acts or omissions { + that are + } not in good faith or
{ - which - } { + that + } involve intentional misconduct or a
knowing violation of law;
(C) { - Any - } { + An + } unlawful distribution;
(D) { - Any - } { + A + } transaction from which the
director or officer derived an improper personal benefit; and
(E) { - Any - } { + An + } act or omission in violation of
ORS 65.361 to 65.367; and
(d) { - Any - } { + A + } provision that under this chapter
is required or permitted to be set forth in the bylaws.
(3) The incorporator or incorporators must sign the articles
and before including the name of any individual as a director
shall state that they have obtained the consent of each director
named to serve.
(4) The articles of incorporation need not set forth any of the
corporate powers enumerated in this chapter but may restrict them
in order to meet federal tax code requirements or other purposes.
{ + (5) If under ORS 65.016 the Secretary of State offers or
by rule requires the use of a form for the articles of
incorporation, the form that the Secretary of State offers or
requires must include, in addition to the information specified
in subsection (1) of this section, a provision by means of which
the articles indicate whether the corporation elects to indemnify
or pay the expenses of a director, officer, employee or agent of
the corporation under ORS 65.387 to 65.414. + }
SECTION 6. { + (1) Section 3 of this 2011 Act and the
amendments to ORS 60.047, 63.047 and 65.047 by sections 1, 4 and
5 of this 2011 Act become operative 91 days after the effective
date of this 2011 Act.
(2) The Secretary of State may take any action before the
operative date specified in subsection (1) of this section that
is necessary to enable the Secretary of State to exercise, on and
after the operative date specified in subsection (1) of this
section, all of the duties, functions and powers conferred on the
Secretary of State by section 3 of this 2011 Act and the
amendments to ORS 60.047, 63.047 and 65.047 by sections 1, 4 and
5 of this 2011 Act. + }
SECTION 7. { + This 2011 Act being necessary for the immediate
preservation of the public peace, health and safety, an emergency
is declared to exist, and this 2011 Act takes effect on its
passage. + }
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