73rd OREGON LEGISLATIVE ASSEMBLY--2005 Regular Session
 
 
                            Enrolled
 
                         House Bill 2439
 
Sponsored by Representative MACPHERSON
 
 
                     CHAPTER ................
 
 
                             AN ACT
 
 
Relating to terms of directors of business corporations; creating
  new provisions; amending ORS 60.317; and declaring an
  emergency.
 
Be It Enacted by the People of the State of Oregon:
 
  SECTION 1. ORS 60.317 is amended to read:
  60.317. (1) The articles of incorporation  { + or the
bylaws + } may provide for staggering the terms of directors by
dividing the total number of directors into two or three groups,
with each group to be as nearly equal in number as possible.
  (2) If the terms of the directors are staggered, the terms of
directors in the first group expire at the first annual
shareholders' meeting after their election, the terms of the
second group expire at the second annual shareholders' meeting
after their election and the terms of the third group, if any,
expire at the third annual shareholders' meeting after their
election. At each annual shareholders' meeting held thereafter,
directors shall be chosen for a term of two years or three years,
as the case may be, to succeed those whose terms expire.
  (3) If the corporation has cumulative voting, terms of
directors may be staggered only if authorized by the articles of
incorporation and each group of directors contains at least three
members.
  SECTION 2.  { + The amendments to ORS 60.317 by section 11,
chapter 80, Oregon Laws 2003, and section 1 of this 2005 Act do
not affect the validity of the bylaws of a corporation, as
defined in ORS 60.001, that provide for staggering the terms of
members of the corporation's board of directors and that:
  (1) Were adopted prior to January 1, 2004; and
  (2) Are in effect on the effective date of this 2005 Act. + }
  SECTION 3.  { + This 2005 Act being necessary for the immediate
preservation of the public peace, health and safety, an emergency
is declared to exist, and this 2005 Act takes effect on its
passage. + }
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Enrolled House Bill 2439 (HB 2439-INTRO)                   Page 1
 
 
 
 
 
Passed by House February 21, 2005
 
 
      ...........................................................
                                             Chief Clerk of House
 
      ...........................................................
                                                 Speaker of House
 
Passed by Senate May 6, 2005
 
 
      ...........................................................
                                              President of Senate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enrolled House Bill 2439 (HB 2439-INTRO)                   Page 2
 
 
 
 
 
Received by Governor:
 
......M.,............., 2005
 
Approved:
 
......M.,............., 2005
 
 
      ...........................................................
                                                         Governor
 
Filed in Office of Secretary of State:
 
......M.,............., 2005
 
 
      ...........................................................
                                               Secretary of State
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enrolled House Bill 2439 (HB 2439-INTRO)                   Page 3