Oregon Revised Statutes Chapter 65 § 65.001 — Definitions

Definitions. As used in this chapter: (1)(a) “Anniversary” means, except as provided in paragraph (b) of this subsection, the day each year that is exactly one or more years after the date on which the Secretary of State files: (A) The articles of incorporation for a domestic corporation; or (B) An application for authority to transact business for a foreign corporation. (b) “Anniversary” means February 28 if an event occurs that would otherwise cause an anniversary to fall on February 29. (2) “Appointed director” means a director who is appointed by a person other than the board of directors. (3) “Approved by the members” or “approval by the members” means approved or ratified by members entitled to vote on an issue through either: (a) The affirmative vote of a majority of the votes of the members represented and voting at a duly held meeting at which a quorum is present or the affirmative vote of a greater proportion including the votes of any required proportion of the members of any class as the articles of incorporation, bylaws or this chapter may provide for specified types of member action; or (b) A written ballot or written consent in conformity with this chapter. (4) “Articles of incorporation” means the articles of incorporation described in ORS 65.047 and corrected, amended and restated articles of incorporation. (5) “Articles of merger” means the articles of merger described in ORS 65.491 and corrected, amended and restated articles of merger. (6) “Board of directors” means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals. (7) “Bylaws” means a set of provisions for managing and regulating a corporation’s affairs that the corporation must adopt under ORS 65.061. (8) “Class” means a group of memberships that have the same rights, including rights that are determined by a formula that is applied uniformly, with respect to voting, dissolution, redemption and transfer. (9) “Contact information” means a street address, a mailing address or an electronic address at which a member or director elects to receive notices and other messages from the corporation. (10) “Corporation” means a domestic corporation or a foreign corporation. (11) “Delegate” means a person who is elected or appointed to vote in a representative assembly for electing a director or directors or on other matters. (12) “Deliver” means to transfer by any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. (13) “Designated director” means a director that the articles of incorporation or the bylaws designate as a director in a manner that identifies a specific individual or a group of individuals. (14) “Director” means an individual who acts as a member of the board of directors, who has a right to vote on questions concerning the management and regulation of a corporation’s affairs and who is: (a) An appointed director; (b) A designated director; or (c) A director elected by the incorporators, directors or members. (15) “Distribution” means a payment to a person from the income or assets of a corporation, other than a payment of reasonable value to a person for property received or services performed or a payment that furthers the corporation’s purposes. (16) “Document” means: (a) A medium that embodies information in tangible form, including any writing or written instrument; or (b) An electronic medium that embodies information that a person may retain, retrieve and reproduce, in tangible form or otherwise. (17) “Domestic business corporation” means a for profit corporation that is incorporated under ORS chapter 60. (18) “Domestic corporation” means a nonprofit corporation that is not a foreign corporation and that is incorporated under or subject to the provisions of this chapter. (19) “Domestic limited liability company” means an unincorporated association that has one or more members and that is organized under ORS chapter 63. (20) “Domestic professional corporation” means a corporation that is organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58. (21) “Employee” means an individual that a corporation employs, including an officer or director whom the corporation employs with compensation for services beyond the services of board membership. (22) “Entity” means a domestic corporation, foreign corporation, business corporation and foreign business corporation, profit and nonprofit unincorporated association, corporation sole, business trust, partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign