This text of Oregon § 65.278 (Articles of validation; filing with Secretary of State) is published on Counsel Stack Legal Research, covering Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
(1)If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of State’s filing the articles of validation amends, supplements or replaces, as appropriate, any previous filing with respect to the defective corporate action.
(2)Articles of validation must:
(a)Describe the defective corporate action that the articles of validation seek to amend, supplement or replace;
(b)Specify the date of the defective corporate action;
(c)Specify the nature of the failure of authorization;
Free access — add to your briefcase to read the full text and ask questions with AI
(1) If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of State’s filing the articles of validation amends, supplements or replaces, as appropriate, any previous filing with respect to the defective corporate action.
(2) Articles of validation must:
(a) Describe the defective corporate action that the articles of validation seek to amend, supplement or replace;
(b) Specify the date of the defective corporate action;
(c) Specify the nature of the failure of authorization;
(d) State that the corporation’s board of directors ratified the defective corporate action and that, if necessary, the members approved the ratification;
(e) List the dates of ratification and approval; and
(f) State the information provided in a notification under ORS 65.266.
(3)(a) If a corporation previously filed a document related to a defective corporate action but the articles of validation a corporation submits for filing under subsection (1) of this section do not need to change any information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:
(A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and
(B) Include a copy of the previously filed document.
(b) If a corporation previously filed a document related to a defective corporate action and the articles of validation a corporation submits for filing under subsection (1) of this section must change information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:
(A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and
(B) Include a copy of the previously filed document together with a document that specifies the necessary corrections to the previously filed document.
(c) If a corporation did not previously file a document related to a defective corporate action that a provision of this chapter would have required to be filed to give effect to the defective corporate action, the articles of validation a corporation submits for filing under subsection (1) of this section must have the information required under subsection (2) of this section and must include the document the corporation should have filed previously.