FAQ's

Corporations

1. It is difficult for us to actually hold shareholder meetings so we generally authorize corporate actions by preparing "consents in lieu of a meeting" signed by all the shareholders. Is there a way to use "consents" but only need signatures of a "majority" of the shareholders to approve actions?

   Yes. The Oregon Business Corporation Act (ORS Chapter 60) permits corporations to take shareholder actions without a meeting with less than unanimous consent. Previously, all "consents" in lieu of a meeting had to be signed by all the shareholders to be effective. The articles of incorporation may provide that actions required or permitted by ORS Chapter 60 at a shareholders' meeting may be taken without a meeting if the action is taken by shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote on the action were present and voted.

   To make this option available, you will need to revise the articles of incorporation and add the operative language to the corporation’s bylaws as well. Please note that the existing provisions under Oregon Law that allow a corporation’s board of directors or shareholders to take action without a meeting with unanimous consent have not been changed. The next annual shareholder meeting would be the perfect opportunity to address this statutory change if you have not already done so.