Oregon Revised Statutes Chapter 60 § 60.534 — Sale of

Sale of assets other than in regular course of business. (1) A corporation may sell, lease, exchange or otherwise dispose of all or substantially all of its property, with or without the goodwill, other than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation’s board of directors, if the board of directors proposes and its shareholders approve the proposed transaction. (2) For a transaction to be authorized: (a) The board of directors shall adopt a resolution directing that such sale, lease, exchange or other disposition be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting; and (b) The shareholders entitled to vote must approve the transaction. (3) The board of directors may condition its submission of the proposed transaction on any basis. (4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with ORS 60.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all or substantially all the property of the corporation and contain or be accompanied by a description of the transaction. (5) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (3) of this section, require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction. (6) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further shareholder action. (7) A transaction that constitutes a distribution is governed by ORS 60.181 and not by this section. [1987 c.52 §123; 1989 c.1040 §29] DISSENTERS’ RIGHTS (Right to Dissent and Obtain Payment for Shares)