75th OREGON LEGISLATIVE ASSEMBLY--2009 Regular Session
NOTE: Matter within { + braces and plus signs + } in an
amended section is new. Matter within { - braces and minus
signs - } is existing law to be omitted. New sections are within
{ + braces and plus signs + } .
LC 588
House Bill 2312
Ordered printed by the Speaker pursuant to House Rule 12.00A (5).
Presession filed (at the request of House Interim Committee on
Judiciary for Oregon State Bar Indian Law Section)
SUMMARY
The following summary is not prepared by the sponsors of the
measure and is not a part of the body thereof subject to
consideration by the Legislative Assembly. It is an editor's
brief statement of the essential features of the measure as
introduced.
Adds business entities formed by Native American or American
Indian tribes to definitions of certain entities in Oregon law of
corporations and partnerships.
Declares emergency, effective on passage.
A BILL FOR AN ACT
Relating to recognition of business entities formed by tribal
governments; amending ORS 60.001, 62.015, 63.001, 65.001,
70.005 and 648.005; and declaring an emergency.
Be It Enacted by the People of the State of Oregon:
SECTION 1. ORS 60.001 is amended to read:
60.001. As used in this chapter:
(1) 'Anniversary' means that day each year exactly one or more
years after:
(a) The date of filing by the Secretary of State of the
articles of incorporation in the case of a domestic corporation.
(b) The date of filing by the Secretary of State of an
application for authority to transact business in the case of a
foreign corporation.
(2) 'Articles of incorporation' include amended and restated
articles of incorporation, articles of conversion and articles of
merger.
(3) 'Authorized shares' means the shares of all classes a
domestic or foreign corporation is authorized to issue.
(4) 'Conspicuous' means so written that a reasonable person
against whom the writing is to operate should have noticed
{ - it - } { + the writing + }. For example, { + a writing
printed + } { - printing - } in italics, boldface or
contrasting color, { - typing - } { + typed + } in capitals
or underlined is conspicuous.
(5) 'Corporation' or 'domestic corporation' means a corporation
for profit { - , which is not a foreign corporation, - }
incorporated under or subject to the provisions of this chapter
{ + that is not a foreign corporation + }.
(6) 'Delivery' means any method of delivery used in
conventional commercial practice, including delivery by hand,
mail, commercial delivery and electronic transmission.
(7) 'Distribution' means a direct or indirect transfer of money
or other property, except of a corporation's own shares, or
incurrence of indebtedness by a corporation to or for the benefit
of { - its - } { + the corporation's + } shareholders in
respect of any of { - its - } { + the corporation's + }
shares. A distribution may be in the form of a declaration or
payment of a dividend, a purchase, redemption or other
acquisition of shares, a distribution of indebtedness, or
otherwise.
(8) 'Domestic limited liability company' means an entity that
is an unincorporated association having one or more members and
that is organized under ORS chapter 63.
(9) 'Domestic nonprofit corporation' means a corporation not
for profit incorporated under ORS chapter 65.
(10) 'Domestic professional corporation' means a corporation
organized under ORS chapter 58 for the purpose of rendering
professional services and for the purposes provided under ORS
chapter 58.
(11) 'Electronic signature' has the meaning given that term in
ORS 84.004.
(12) 'Electronic transmission' means any process of
communication that does not directly involve the physical
transfer of paper and that is suitable for the retention,
retrieval and reproduction of information by the recipient.
(13) 'Employee' includes an officer but not a director { - . A
director may accept - } { + , unless the director accepts + }
duties that make the director also an employee.
(14) 'Entity' includes a corporation, foreign corporation,
nonprofit corporation, profit and nonprofit unincorporated
association, business trust, estate, partnership, trust, two or
more persons having a joint or common economic interest, any
state, the United States { + , a federally recognized Native
American or American Indian tribal government + } and any foreign
government.
(15) 'Foreign corporation' means a corporation for profit
incorporated under { - a law other than the law - } { + laws
other than the laws + } of this state.
(16) 'Foreign limited liability company' means an entity that
is an unincorporated association organized under { - the laws
of a state other than this state, under the laws of a federally
recognized Indian tribe or under the laws of a foreign
country - } { + laws other than the laws of this state + } and
that is organized under a statute under which an association may
be formed that affords to each of { - its - } { + the
entity's + } members limited liability with respect to
liabilities of the entity.
(17) 'Foreign nonprofit corporation' means a corporation not
for profit organized under { - the laws of a state other
than - } { + laws other than the laws of + } this state.
(18) 'Foreign professional corporation' means a professional
corporation organized under { - the laws of a state other
than - } { + laws other than the laws of + } this state.
(19) 'Governmental subdivision' includes an authority, county,
district and municipality.
(20) 'Includes' denotes a partial definition.
(21) 'Individual' means a natural person. 'Individual '
includes the estate of an incompetent individual or a deceased
individual.
(22) 'Means' denotes an exhaustive definition.
(23) 'Office,' when used to refer to the administrative unit
directed by the Secretary of State, means the office of the
Secretary of State.
(24) 'Person' includes individual and entity.
(25) 'Principal office' means the office, in or out of this
state, where the principal executive offices of a domestic or
foreign corporation are located and designated in the annual
report or application for authority to transact business in this
state.
(26) 'Proceeding' includes civil, criminal, administrative and
investigatory action.
(27) 'Record date' means the date established under this
chapter on which a corporation determines the identity of
{ - its - } { + the corporation's + } shareholders and their
shareholdings for purposes of this chapter. The determinations
shall be made as of the close of business on the record date
unless another time for doing so is specified when the record
date is fixed.
(28) 'Shares' means the units into which the proprietary
interest in a corporation are divided.
(29) 'Shareholder' means the person in whose name shares are
registered in the records of a corporation or the beneficial
owner of shares to the extent of the rights granted by a nominee
certificate on file with a corporation.
(30) 'Signature' includes any manual, facsimile, conformed or
electronic signature.
(31) 'State,' when referring to a part of the United States,
includes a state, commonwealth, territory and insular possession
of the United States and { - its - } { + the + } agencies and
governmental subdivisions { + of the state, commonwealth,
territory or insular possession + }.
(32) 'Subscriber' means a person who subscribes for shares in a
corporation, whether before or after incorporation.
(33) 'United States' includes a district, authority, bureau,
commission, department and any other agency of the United States.
(34) 'Voting group' means all shares of one or more classes or
series that under the articles of incorporation or this chapter
are entitled to vote and be counted together collectively on a
matter at a meeting of shareholders. All shares entitled by the
articles of incorporation or this chapter to vote generally on
the matter are for that purpose a single voting group.
SECTION 2. ORS 62.015 is amended to read:
62.015. As used in this chapter, unless the context requires
otherwise:
(1) 'Anniversary' means that day each year exactly one or more
years after:
(a) The date of filing by the Secretary of State of the
articles of incorporation in the case of a domestic cooperative.
(b) The date of filing by the Secretary of State of an
application for authority to transact business in the case of a
foreign cooperative.
(2) 'Articles' means articles of incorporation, articles of
conversion and articles of merger.
(3) 'Board' means board of directors.
(4) 'Cooperative' means a cooperative corporation
{ - which - } { + that + } is subject to the provisions of
this chapter.
(5) 'Corporation' means a corporation { - which - } { +
that + } is not a cooperative.
(6) 'Domestic limited liability company' means an entity that
is an unincorporated association having one or more members and
that is organized under ORS chapter 63.
(7) 'Domestic nonprofit corporation' means a corporation not
for profit incorporated under ORS chapter 65.
(8) 'Domestic professional corporation' means a corporation
organized under ORS chapter 58 for the purpose of rendering
professional services and for the purposes provided under ORS
chapter 58.
(9) 'Foreign cooperative' means a cooperative corporation
organized under laws other than the laws of this state.
(10) 'Foreign corporation' means a corporation for profit
incorporated under { - the laws of a state other than - } { +
laws other than the laws of + } this state.
(11) 'Foreign limited liability company' means an entity that
is an unincorporated association organized under { - the laws
of a state other than this state, under the laws of a federally
recognized Indian tribe or under the laws of a foreign
country - } { + laws other than the laws of this state + } and
that is organized under a statute under which an association may
be formed that affords to each of { - its - } { + the
entity's + } members limited liability with respect to
liabilities of the entity.
(12) 'Foreign nonprofit corporation' means a corporation not
for profit organized under { - the laws of a state other
than - } { + laws other than the laws of + }this state.
(13) 'Foreign professional corporation' means a professional
corporation organized under { - the laws of a state other
than - } { + laws other than the laws of + } this state.
(14) 'Member' means a person who has been qualified and
accepted for membership in a cooperative.
(15) 'Membership stock' means any class of stock, continuous
ownership of which is required for membership in a cooperative.
(16) 'Negotiate' means to confer with another in order to come
to terms.
(17) 'Person' includes individuals, corporations, associations,
firms, partnerships, joint stock companies, trusts, estates and
foreign and domestic cooperative corporations.
(18) 'Shareholder' means a holder of shares of capital stock of
a cooperative other than membership stock.
SECTION 3. ORS 63.001 is amended to read:
63.001. As used in this chapter:
(1) 'Anniversary' means that day each year exactly one or more
years after:
(a) The date of filing by the Secretary of State of the
articles of organization in the case of a domestic limited
liability company.
(b) The date of filing by the Secretary of State of an
application for authority to transact business in the case of a
foreign limited liability company.
(2) 'Articles of organization' means the document described in
ORS 63.047 for the purpose of forming a limited liability
company, including articles of organization as they may be
amended or restated, articles of conversion and articles of
merger.
(3) 'Bankruptcy' means:
(a) Assignment by a member for the benefit of creditors;
(b) Commencement of a voluntary bankruptcy case by a member;
(c) Adjudication of a member as bankrupt or insolvent;
(d) Filing by a member of a petition or answer seeking for the
member any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under
any statute, law or rule;
(e) Filing by a member of an answer or other pleading admitting
or failing to contest the material allegations of a petition
filed against the member in any proceeding of this nature;
(f) Seeking, consenting to or acquiescing in the appointment of
a trustee, receiver or liquidator of the member or of all or any
substantial part of the member's properties;
(g) Commencement of an involuntary bankruptcy case against a
member that has not been dismissed on or before the 120th day
after the commencement of the case;
(h) Appointment, without the member's consent, of a trustee,
receiver or liquidator either of the member or of all or any
substantial part of the member's properties that is not vacated
or stayed on or before the 90th day after appointment; or
(i) Appointment described in paragraph (h) of this subsection
that is not vacated on or before the 90th day after expiration of
the stay under paragraph (h) of this subsection.
(4) 'Contribution' means anything of value { - which - }
{ + that + } a person contributes to the limited liability
company as a prerequisite for or in connection with membership
including cash, property or services rendered or a promissory
note or other binding obligation to contribute cash or property
or to perform services.
(5) 'Corporation' or 'domestic corporation' means a corporation
for profit incorporated under ORS chapter 60.
(6) 'Distribution' means a direct or indirect transfer of money
or other property, except of a limited liability company's own
interests, or incurrence of indebtedness by a limited liability
company to or for the benefit of { - its - } { + the limited
liability company's + } members in respect of { - any of
its - } { + a + } member's interests. A distribution may be in
the form of a declaration or payment of profits, a purchase,
retirement or other acquisition of interests, a distribution of
indebtedness, or otherwise.
(7) 'Domestic nonprofit corporation' means a corporation not
for profit incorporated under ORS chapter 65.
(8) 'Domestic professional corporation' means a corporation
organized under ORS chapter 58 for the purpose of rendering
professional services and for the purposes provided under ORS
chapter 58.
(9) 'Entity' includes a domestic or foreign limited liability
company, corporation, professional corporation, foreign
corporation, domestic or foreign nonprofit corporation, domestic
or foreign cooperative corporation, profit or nonprofit
unincorporated association, business trust, estate, domestic or
foreign general or limited partnership, trust, two or more
persons having a joint or common economic interest, any state,
the United States { + , a federally recognized Native American or
American Indian tribal government + }or any foreign government.
(10) 'Foreign corporation' means a corporation for profit
incorporated under { - a law - } { + laws + } other than the
{ - law - } { + laws + } of this state.
(11) 'Foreign limited liability company' means an entity that
is an unincorporated association organized under { - the laws
of a state other than this state, under the laws of a federally
recognized Indian tribe or under the laws of a foreign
country - } { + laws other than the laws of this state + } and
that is organized under a statute under which an association may
be formed that affords to each of { - its - } { + the
entity's + } members limited liability with respect to the
liabilities of the entity.
(12) 'Foreign limited partnership' means a limited partnership
formed under { - the laws of any jurisdiction other than - }
{ + laws other than the laws of + } this state and having as
partners one or more general partners and one or more limited
partners.
(13) 'Foreign nonprofit corporation' means a corporation not
for profit organized under { - the laws of a state other
than - } { + laws other than the laws of + } this state.
(14) 'Foreign professional corporation' means a professional
corporation organized under { - the laws of a state other
than - } { + laws other than the laws of + } this state.
(15) 'Incompetency' means the entry of a judgment by a court of
competent jurisdiction adjudicating the member incompetent to
manage the member's person or estate.
(16) 'Individual' means a natural person.
(17) 'Limited liability company' or 'domestic limited liability
company' means an entity that is an unincorporated association
having one or more members that is organized under this chapter.
(18) 'Limited partnership' or 'domestic limited partnership'
means a partnership formed by two or more persons under ORS
chapter 70 and having one or more general partners and one or
more limited partners.
(19) 'Manager' or 'managers' means a person or persons, who
need not be members, designated by the members of a
manager-managed limited liability company to manage the limited
liability company's business and affairs.
(20) 'Manager-managed limited liability company' means a
limited liability company that is designated as a manager-managed
limited liability company in { - its - } { + the limited
liability company's + } articles of organization or whose
articles of organization otherwise expressly provide that the
limited liability company will be managed by a manager or
managers.
(21) 'Member' or 'members' means a person or persons with both
an ownership interest in a limited liability company and all the
rights and obligations of a member specified under this chapter.
'Member' does not include an assignee of an ownership interest
who has not also acquired the voting and other rights appurtenant
to membership.
(22) 'Member-managed limited liability company' means a limited
liability company other than a manager-managed limited liability
company.
(23) 'Membership interest' or 'interest' means a member's
collective rights in a limited liability company, including the
member's share of profits and losses of the limited liability
company, the right to receive distributions of the limited
liability company's assets and any right to vote or participate
in management.
(24) 'Office,' when used to refer to the administrative unit
directed by the Secretary of State, means the office of the
Secretary of State.
(25) 'Operating agreement' means any valid agreement, written
or oral, of the member or members as to the affairs of a limited
liability company and the conduct of { - its - } { + the
limited liability company's + } business.
(26) 'Organizer' means one of the signers of the initial
articles of organization.
(27) 'Party' includes an individual who was, is or is
threatened to be made a named defendant or respondent in a
proceeding.
(28) 'Person' means an individual or entity.
(29) 'Proceeding' means any threatened, pending or completed
action, suit or proceeding whether civil, criminal,
administrative or investigatory and whether formal or informal.
(30) 'State,' when referring to a part of the United States,
includes a state, commonwealth, territory or insular possession
of the United States and { - its - } { + the + } agencies and
governmental subdivisions { + of the state, commonwealth,
territory or insular possession + }.
(31) 'United States' includes a district, authority, bureau,
commission, department or any other agency of the United States.
SECTION 4. ORS 65.001 is amended to read:
65.001. As used in this chapter, unless otherwise specifically
provided:
(1) 'Anniversary' means that day each year exactly one or more
years after the date of filing by the Office of the Secretary of
State of the articles of incorporation in the case of a domestic
corporation or the date of filing by the Office of the Secretary
of State of an application for authority to transact business in
the case of a foreign corporation. An event { - which - } { +
that + } would otherwise cause an anniversary to fall on February
29 shall be deemed to have occurred on February 28.
(2) 'Approved by the members' or 'approval by the members'
means approved or ratified by the members entitled to vote on the
issue through either:
(a) The affirmative vote of a majority of the votes of such
members represented and voting at a duly held meeting at which a
quorum is present or the affirmative vote of such greater
proportion including the votes of any required proportion of the
members of any class as the articles, 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.
(3) 'Articles of incorporation' or 'articles' include amended
and restated articles of incorporation and articles of merger,
and corrections thereto.
(4) 'Board' or 'board of directors' means the individual or
individuals vested with overall management of the affairs of the
domestic or foreign corporation, irrespective of the name by
which the individual or individuals are designated, except that
no individual or group of individuals are the board of directors
because of powers delegated to that individual or group pursuant
to ORS 65.301.
(5) 'Bylaws' means the code or codes of rules, other than the
articles adopted pursuant to this chapter or the laws governing a
foreign corporation { + , + } for the regulation or management of
the affairs of the domestic or foreign corporation, irrespective
of the name or names by which such rules are designated.
(6) 'Class' means a group of memberships { - which - } { +
that + } have the same rights with respect to voting,
dissolution, redemption and transfer. For the purpose of this
section, rights { - shall be considered - } { + are + } the
same if { - they - } { + the rights + } are determined by a
formula applied uniformly.
(7) 'Contact address' means a mailing address at which a person
affiliated with the organization will receive and transmit to the
organization notices intended for the foreign or domestic
corporation { + either when sending + } { - when it is either
not practical to send - } such notices to the registered
agent { + is not practical + } { - , - } or { + when + } a
duplicate notice is desirable. The contact address may be the
principal place of business, if any, or the business or residence
address of any person associated with the corporation or foreign
corporation who has consented to serve, but shall not be the
address of the registered agent.
(8) 'Corporation' or '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.
(9) 'Delegates' means those persons elected or appointed to
vote in a representative assembly for the election of a director
or directors or on other matters.
(10) 'Deliver' includes mail.
(11) 'Directors' means individuals designated in the articles
or bylaws or elected by the incorporators to act as members of
the board, and their successors.
(12) 'Distribution' means the payment of a dividend or any part
of the income or profit of a corporation to { - its - } { +
the corporation's + } members, directors or officers, { - and
does not include - } { + other than + } payment of value for
property received or services performed or payment of benefits in
furtherance of the corporation's purposes.
(13) 'Domestic business corporation' means a for profit
corporation incorporated under ORS chapter 60.
(14) 'Domestic limited liability company' means an entity that
is an unincorporated association having one or more members and
that is organized under ORS chapter 63.
(15) 'Domestic professional corporation' means a corporation
organized under ORS chapter 58 for the purpose of rendering
professional services and for the purposes provided under ORS
chapter 58.
(16) 'Effective date of notice' has the meaning given that term
in ORS 65.034.
(17) 'Employee' { - does not include - } { + includes + }
an officer or director who is { - not - } employed by the
corporation with compensation for services beyond those
encompassed by board membership.
(18) 'Entity' includes a corporation, foreign corporation,
business corporation and foreign business corporation, profit and
nonprofit unincorporated association, corporation sole, business
trust, estate, partnership, trust, two or more persons having a
joint or common economic interest, any state, the United
States { + , a federally recognized Native American or American
Indian tribal government + } and any foreign government.
(19) 'File,' 'filed' or 'filing' means reviewed, accepted and
entered in the Office of the Secretary of State.
(20) 'Foreign business corporation' means a for profit
corporation incorporated under { - the laws of a state other
than - } { + laws other than the laws of + } this state.
(21) 'Foreign corporation' means a corporation organized under
{ - a law - } { + laws + } other than the { - law - } { +
laws + } of this state { - which - } { + that + } would be a
nonprofit corporation if formed under the laws of this state.
(22) 'Foreign limited liability company' means an entity that
is an unincorporated association organized under { - the laws
of a state other than this state, under the laws of a federally
recognized Indian tribe or under the laws of a foreign
country - } { + laws other than the laws of this state + } and
that is organized under a statute under which an association may
be formed that affords to each of { - its - } { + the
entity's + } members limited liability with respect to
liabilities of the entity.
(23) 'Foreign professional corporation' means a professional
corporation organized under { - the laws of a state other
than - } { + laws other than the laws of + } this state.
(24) 'Governmental subdivision' includes an authority, county,
district and municipality.
(25) 'Includes' denotes a partial definition.
(26) 'Individual' means a natural person and includes the
guardian of an incompetent individual.
(27) 'Means' denotes an exhaustive definition.
(28)(a) 'Member' means { - any - } { + a + } person or
persons entitled, pursuant to a domestic or foreign corporation's
articles or bylaws, without regard to what { - a - } { +
the + } person is called in the articles or bylaws, to vote on
more than one occasion for the election of a director or
directors.
(b) A person is not a member by virtue of any of the following
rights the person has:
(A) As a delegate;
(B) To designate or appoint a director or directors;
(C) As a director; or
(D) As a holder of an evidence of indebtedness issued or to be
issued by the corporation.
(c) Notwithstanding the provisions of paragraph (a) of this
subsection, a person is not a member if the person's membership
rights have been eliminated as provided in ORS 65.164 or 65.167.
(29) 'Membership' refers to the rights and obligations a member
{ - or members, as defined in this chapter, have pursuant to - }
{ + has under + } this chapter.
(30) 'Mutual benefit corporation' means a domestic corporation
{ - which either - } { + that + } is formed as a mutual
benefit corporation pursuant to ORS 65.044 to 65.067, is
designated a mutual benefit corporation by a statute or does not
come within the definition of public benefit or religious
corporation.
(31) 'Nonprofit corporation' means mutual benefit corporations,
public benefit corporations and religious corporations.
(32) 'Notice' has the meaning given that term in ORS 65.034.
(33) 'Office' when used to refer to the administrative unit
directed by the Secretary of State, means the Office of the
Secretary of State.
(34) 'Person' includes any individual or entity.
(35) 'Principal office' means the place { - , - } in or out
of this state { - , - } so designated in the most recent annual
report filed pursuant to ORS 65.787 or { + , + } if no annual
report is on file, as designated in the articles of incorporation
{ - , - } or the application for authority to transact business
in this state, { - which shall be - } { + that is + } the
place where the principal executive offices of a domestic or
foreign corporation are located { - , - } or { + , + } if none,
the contact address.
(36) 'Proceeding' includes civil, criminal, administrative and
investigatory action.
(37) 'Public benefit corporation' means a domestic corporation
{ - which - } { + that + }:
(a) Is formed as a public benefit corporation pursuant to ORS
65.044 to 65.067, is designated as a public benefit corporation
by a statute, is recognized as tax exempt under section 501 (c)
(3) of the Internal Revenue Code of 1986 or is otherwise
organized for a public or charitable purpose;
(b) Is restricted so that on dissolution { - it - } { + the
corporation + } must distribute { - its - } { + the
corporation's + } assets to an organization organized for a
public or charitable purpose, a religious corporation, the United
States, a state or a person { - which - } { + that + } is
recognized as exempt under section 501 (c) (3) of the Internal
Revenue Code of 1986; and
(c) Does not come within the definition of 'religious
corporation. '
(38) 'Record date' means the date established under ORS 65.131
to 65.177 or 65.201 to 65.254 on which a corporation determines
the identity of { - its - } { + the corporation's + } members
and their membership rights for the purposes of this chapter. The
determinations shall be made as of the time of close of
transactions on the record date unless another time for doing so
is specified at the time the record date is fixed.
(39) 'Religious corporation' means a domestic corporation
{ - which - } { + that + } is formed as a religious
corporation pursuant to ORS 65.044 to 65.067, is designated a
religious corporation by a statute or is organized primarily or
exclusively for religious purposes.
(40) 'Secretary,' when used in the context of a corporate
official, means the corporate officer to whom the board of
directors has delegated responsibility under ORS 65.371 for
preparing the minutes of the directors' and members' meetings and
for authenticating the records of the corporation.
(41) 'State' when referring to a part of the United States,
includes a state, commonwealth, territory and insular possession
of the United States and { - its - } { + the + } agencies and
governmental subdivisions { + of the state, commonwealth,
territory or insular possession + }.
(42) 'Uncompensated officer' means an individual who serves in
an office without compensation for personal service. { + For
purposes of this subsection, + } payment solely for actual
expenses in performing duties of the officer or a stipend
{ - which - } { + that + } is paid only to compensate the
average expenses { - incurred - } { + the individual
incurs + } over the course of a year { - shall not be deemed to
be - } { + is not + } compensation.
(43) 'United States' includes district, authority, bureau,
commission, department and any other agency of the United States.
(44) 'Vote' includes authorization by written ballot and
written consent, where permitted.
(45) 'Voting power' means the total number of votes entitled to
be cast on the issue at the time the determination of voting
power is made, excluding a vote { - which - } { + that + } is
contingent upon the happening of a condition or event
{ - which - } { + that + } has not occurred at the time.
{ - Where - } { + When + } a class is entitled to vote as a
class for directors, the determination of voting power of the
class shall be based on the percentage of the number of directors
the class is entitled to elect out of the total number of
authorized directors.
SECTION 5. ORS 70.005 is amended to read:
70.005. As used in this chapter:
(1) 'Certificate of limited partnership' means the certificate
referred to in ORS 70.075, and the certificate as amended,
articles of conversion and articles of merger.
(2) 'Contribution' means any cash, property, services rendered,
or a promissory note or other binding obligation to contribute
cash or property or to perform services, that a partner
contributes to a limited partnership in the capacity as a
partner.
(3) 'Corporation' or 'domestic corporation' means a corporation
for profit incorporated under ORS chapter 60.
(4) 'Domestic limited liability company' means an entity that
is an unincorporated association having one or more members and
that is organized under ORS chapter 63.
(5) 'Domestic nonprofit corporation' means a corporation not
for profit incorporated under ORS chapter 65.
(6) 'Domestic professional corporation' means a corporation
organized under ORS chapter 58 for the purpose of rendering
professional services and for the purposes provided under ORS
chapter 58.
(7) 'Event of withdrawal of a general partner' means an event
that causes a person to cease to be a general partner as provided
in ORS 70.180.
(8) 'Foreign corporation' means a corporation for profit
incorporated under { - the laws of a state other than - } { +
laws other than the laws of + } this state.
(9) 'Foreign limited liability company' means an entity that is
an unincorporated association organized under { - the laws of a
state other than this state, under the laws of a federally
recognized Indian tribe or under the laws of a foreign
country - } { + laws other than the laws of this state + } and
that is organized under a statute under which an association may
be formed that affords to each of { - its - } { + the
entity's + } members limited liability with respect to
liabilities of the entity.
(10) 'Foreign limited partnership' means a partnership formed
under { - the laws of any jurisdiction other than - } { +
laws other than the laws of + } this state and having as partners
one or more general partners and one or more limited partners.
(11) 'Foreign nonprofit corporation' means a corporation not
for profit organized under { - the laws of a state other
than - } { + laws other than the laws of + } this state.
(12) 'Foreign professional corporation' means a professional
corporation organized under { - the laws of a state other
than - } { + laws other than the laws of + } this state.
(13) 'General partner' means a person who has been admitted to
a limited partnership as a general partner in accordance with the
partnership agreement and named in the certificate of limited
partnership as a general partner.
(14) 'Limited partner' means a person who has been admitted to
a limited partnership as a limited partner in accordance with the
partnership agreement.
(15) 'Limited partnership' and 'domestic limited partnership'
mean a partnership formed by two or more persons under the laws
of this state and having one or more general partners and one or
more limited partners.
(16) 'Partner' means a limited or general partner.
(17) 'Partnership agreement' means any valid agreement, written
or oral, of the partners as to the affairs of a limited
partnership and the conduct of { - its - } { + the + }
business { + of the limited partnership + }.
(18) 'Partnership interest' means a partner's share of the
profits and losses of a limited partnership and the right to
receive distributions of partnership assets.
(19) 'Person' means an individual, partnership, limited
partnership (domestic or foreign), trust, estate, association or
corporation.
SECTION 6. ORS 648.005 is amended to read:
648.005. As used in this chapter:
(1) 'Assumed business name' means one or more words or
numerals, or a combination of words and numerals, that a person
uses to identify any business that the person carries on,
conducts or transacts, if at the time and place that the person
carries on, conducts or transacts the business, the person does
not conspicuously disclose the real and true name of each person
{ - who - } { + that + } is carrying on, conducting or
transacting the business. Any name that a person uses to identify
a business that includes a word or phrase that suggests the
existence of additional owners, such as 'Company,' '& Company,'
'& Daughters,' '& Associates,' or a similar word or phrase, is an
assumed business name, unless { - it - } { + the name + } is
the real and true name of the person that carries on, conducts or
transacts the business.
(2) 'Business' includes activity carried on, conducted or
transacted by or on behalf of nonprofit, social, fraternal and
charitable entities and unincorporated associations, as well as
activity carried on, conducted or transacted for commercial gain.
(3) 'Carry on, conduct or transact business' means:
(a) To sell or to lease to another, real estate, goods,
intangible property or services;
(b) To purchase or to lease from another, real estate, goods,
intangible property or services;
(c) To solicit an investment in or a donation to a business;
(d) Knowingly to permit another person to solicit an investment
in or a donation to a business in which one has an interest; or
(e) To apply for an extension of credit.
(4) 'Entity' includes a foreign or domestic corporation,
foreign or domestic nonprofit corporation, foreign or domestic
profit or nonprofit unincorporated association, foreign or
domestic business trust, foreign or domestic estate, foreign or
domestic limited partnership, foreign or domestic general
partnership, foreign or domestic limited liability company,
foreign or domestic business trust, two or more persons having a
joint or common economic interest, any state, the United
States { + , a federally recognized Native American or American
Indian tribal government + } or any foreign government.
(5) 'Person' includes individual and entity.
(6) 'Real and true name' means:
(a) The surname of an individual coupled with a combination of
the individual's given names and initials;
(b) The corporate name of a domestic corporation stated in the
articles of incorporation or amendment filed with the Office of
the Secretary of State or the corporate name of a foreign
corporation as stated under ORS 60.707 (1);
(c) The name of a foreign or domestic limited partnership
stated in the documents filed with the Office of the Secretary of
State under ORS chapter 70;
(d) The name of a foreign or domestic limited liability company
stated in the documents filed with the Office of the Secretary of
State under ORS chapter 63;
(e) The name of a foreign or domestic nonprofit corporation
stated in the documents filed with the Office of the Secretary of
State under ORS chapter 65;
(f) The name of a foreign or domestic general partnership
stated in any documents filed with the Office of the Secretary of
State under this chapter; or
(g) The name of a foreign or domestic business trust or estate
stated in any documents filed with the Office of the Secretary of
State.
(7) 'Service mark' has the meaning given in ORS 647.005.
SECTION 7. { + This 2009 Act being necessary for the immediate
preservation of the public peace, health and safety, an emergency
is declared to exist, and this 2009 Act takes effect on its
passage. + }
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