Oregon Revised Statutes Chapter 62 § 62.560 — Shareholder voting on amendments to articles

Shareholder voting on amendments to articles. (1) If a proposed amendment to articles would affect a shareholder, such shareholder, whether or not permitted to vote by the articles, is entitled to cast one vote on the amendment regardless of the dollar amount of stock or number of affected classes of stock held by the shareholder; except that the articles may permit such affected shareholder to cast one vote for each share of stock the shareholder holds other than membership stock. A member holding stock affected by a proposed amendment may vote both as a member and as an affected shareholder. (2) If any shareholder is entitled to vote on a proposed amendment, the meeting at which that proposed amendment is to be voted upon shall be a joint meeting of members and affected shareholders, and notice of that meeting together with a copy of the proposed amendment or a summary of the changes to be effected thereby shall be given to each such shareholder of record entitled to vote thereon within the time and in the manner provided in ORS 62.255 for the giving of notice of meetings of members. The proposed amendment is adopted only if it receives the affirmative vote of a majority of the votes of the affected shareholders entitled to vote thereon. (3) For the purpose of this section, a shareholder is affected as to any class of stock owned by the shareholder only if an amendment would expressly: (a) Decrease the dividends to which that class may be entitled or change the method by which the dividend rate on that class is fixed. (b) Restrict rights to transfer that class. (c) Give to another existing or any new class of stock or equity interest not previously entitled thereto any preference as to dividends or upon dissolution which is the same or higher than preferences of that class. (d) Change the par value of shares of that class or of any other class having the same or higher preferences as to dividends or upon dissolution. (e) Increase the number of authorized shares of any class having a higher preference as to dividends or upon dissolution. (f) Require or permit an exchange of shares of any class with lower preferences as to dividends or upon dissolution for shares of that class or any other class with the same or higher preferences. [1957 c.716 §39]