Oregon Revised Statutes Chapter 60 § 60.840 — Exceptions to ORS 60.835

Exceptions to ORS 60.835. (1) ORS 60.835 shall not apply if: (a) The corporation’s original articles of incorporation contain a provision expressly electing not to be governed by ORS 60.825 to 60.845; (b) The corporation, by action of its board of directors, adopts an amendment to its bylaws within 90 days after April 4, 1991, expressly electing not to be governed by ORS 60.825 to 60.845. The amendment shall not be further amended by the board of directors; (c) The corporation, by action of its shareholders, adopts an amendment to its articles of incorporation or bylaws expressly electing not to be governed by ORS 60.825 to 60.845, provided that, in addition to any other vote required by law, the amendment to the articles of incorporation or bylaws must be approved by the affirmative vote of a majority of the shares entitled to vote. An amendment adopted pursuant to this paragraph shall not be effective until 12 months after the adoption of the amendment and shall not apply to any business combination between the corporation and any person who became an interested shareholder of the corporation on or prior to the adoption of the amendment. A bylaw amendment adopted pursuant to this paragraph shall not be further amended by the board of directors; (d) The corporation does not have a class of voting stock that is: (A) Listed on a national securities exchange; (B) Authorized for quotation on an interdealer quotation system of a registered national securities association; or (C) Held of record by more than 2,000 shareholders; or (e) A shareholder becomes an interested shareholder inadvertently and: (A) As soon as practicable divests sufficient shares so that the shareholder ceases to be an interested shareholder; and (B) Would not, at any time within the three-year period immediately prior to a business combination between the corporation and the shareholder, have been an interested shareholder, but for the inadvertent acquisition. (2) Subsection (1)(d) of this section does not apply if anything described in subsection (1)(d) of this section results from action taken, directly or indirectly, by an interested shareholder or from a transaction in which a person becomes an interested shareholder. (3) Notwithstanding subsection (1) of this section, a corporation may elect by a provision of its original articles of incorporation or any amendment thereto to be governed by ORS 60.825 to 60.845, except that any amendment to the articles of incorporation shall not apply to restrict a business combination between the corporation and an interested shareholder of the corporation if the interested shareholder became an interested shareholder prior to April 4, 1991. [1991 c.40 §5]