Written Consent by Shareholders-Less Than Unanimous Consent Now an Option
Effective as of January 1, 2002, Oregon corporations have the option of effecting corporate actions through the written consent of less than all of their shareholders. Before 2002, the Oregon Business Corporation Act (“OBCA”) provided that shareholder actions without a meeting required the unanimous written consent of all of a corporation’s shareholders. During the last session, the Oregon legislature adopted an amendment to the OBCA, bringing Oregon law into conformity with Delaware, Washington and other states, that permits shareholder action upon the written consent of less than all of a corporation’s shareholders. The requisite level of shareholder approval must be at least “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” (i.e., typically a majority, but this may vary if a corporation’s articles of incorporation impose higher approval requirements). View full article (PDF).