Oregon Revised Statutes Chapter 707 § 707.248 — Shareholders authorized to vote on amendment to articles of incorporation

Shareholders authorized to vote on amendment to articles of incorporation. (1) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would: (a) Increase or decrease the aggregate number of authorized shares of such class. (b) Effect an exchange, reclassification or cancellation of all or part of the shares of such class. (c) Effect an exchange, or create a right of exchange, of all or any part of the shares of another class into the shares of such class. (d) Change the designations, preferences, limitations or relative rights of the shares of such class. (e) Change the shares of such class into the same or a different number of shares of the same class or another class or classes. (f) Create a new class of shares with rights and preferences prior and superior to the shares of such class, or increase the rights and preferences of any class with rights and preferences prior or superior to the shares of such class. (g) Divide the shares of such class into series and fix and determine the designation of such series and the variations in the relative rights and preferences between the shares of such series or authorize the board of directors to do so. (h) Limit or deny the existing preemptive rights of the shares of such class. (i) Cancel or otherwise affect dividends on the shares of such class which had accrued but had not been declared. (2) Different series of the same class of shares shall not constitute different classes of shares for the purpose of voting by classes upon a proposed amendment, except when a series will be adversely affected by an amendment in a manner different from other shares of the same class. [1989 c.324 §12; 1997 c.631 §61]