Corporate Bylaws - Oregon

BYLAWS OF [____________________], an Oregon corporation

A for-profit corporation organized under the Oregon Business Corporation Act, ORS Chapter 60 (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Oregon, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Office and Registered Agent. Pursuant to ORS 60.111, the corporation shall continuously maintain in Oregon a registered office and a registered agent. The registered agent is [____________________], and the registered office is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement of change with the Oregon Secretary of State as provided in ORS 60.114.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to ORS 60.201, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to ORS 60.204, special meetings of shareholders may be called by the Board, by the person(s) authorized by the Articles or these Bylaws, or, except for the publicly traded corporation rule in subsection (2), by holders who satisfy the written-demand requirements and hold at least ten percent (10%) of all votes entitled to be cast on an issue proposed for consideration (or the lower or no-more-than-25-percent proportion fixed in the Articles). Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Annual and special meetings of shareholders may be held in or out of the State of Oregon at the place stated in or fixed in accordance with these Bylaws or specified by the Board consistently with these Bylaws. If the Board does not authorize a solely remote meeting and no place is otherwise fixed, the meeting shall be held at the corporation's principal office. Pursuant to ORS 60.222, the Board may authorize shareholders and proxy holders not physically present to participate, be deemed present, and vote by remote communication, subject to Board-adopted procedures, identity verification, effective participation, vote/action records, and meeting-notice instructions.

Section 2.4 Notice of Meetings. Pursuant to ORS 60.214, the corporation shall notify shareholders of the date, time, and place (if any) of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Articles. Unless the Act or the Articles require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

Section 2.5 Waiver of Notice. Pursuant to ORS 60.217, a shareholder may waive any required notice before or after the date and time stated in the notice, by a signed written waiver delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business, and waives objection to consideration of a matter not within the purpose stated in the notice unless the shareholder objects when the matter is presented.

Section 2.6 Record Date. Pursuant to ORS 60.221, these Bylaws may fix or provide a method for fixing a record date; if they do not, the Board may fix a future date or a later time on the fixing date. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. If not otherwise fixed, the record date is determined as provided in the Act.

Section 2.7 Shareholders' List. Pursuant to ORS 60.224, after fixing a record date for a meeting, the corporation shall prepare an alphabetical list of the names of all shareholders entitled to notice of the meeting, by voting group and showing the address and number of shares held by each, and shall make the list available for inspection as provided in that section.

Section 2.8 Quorum. Pursuant to ORS 60.241, shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Act or the Articles provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is or must be set.

Section 2.9 Voting. Pursuant to ORS 60.227, except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Pursuant to ORS 60.241, if a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number. The election of directors is governed by ORS 60.251.

Section 2.10 Proxies. Pursuant to ORS 60.231, a shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An appointment is valid for eleven (11) months unless a different period is expressly provided, and is revocable unless it is conspicuously stated to be irrevocable and is coupled with an interest.

Section 2.11 Action by Written Consent. Under ORS 60.211(1)(a), the default rule permits action without a meeting if all shareholders entitled to vote on the action take the action through one or more written consents describing the action and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Unanimous-consent action is effective when the last shareholder signs, unless the consent specifies an earlier or later effective date.

If the Articles expressly contain the authorization described in ORS 60.211(1)(b), action may instead be taken by shareholders having not less than the minimum number of votes that would be necessary at a meeting at which all shareholders entitled to vote were present and voted. In that event, effectiveness, record-date, notice to nonconsenting or nonvoting shareholders, and dissenters' rights must be handled under ORS 60.211(1)(c)-(e) and (2)-(6).

Section 2.12 Adjournment. Pursuant to ORS 60.219, unless these Bylaws require otherwise, if a meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if announced at the meeting before adjournment; provided that notice of the adjourned meeting must be given to persons who are shareholders as of a new record date if a new record date is or must be fixed.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to ORS 60.301, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, subject to any limitation set forth in the Articles or a shareholders' agreement authorized by the Act.

Section 3.2 Number and Qualifications. Pursuant to ORS 60.307, the Board shall consist of one (1) or more directors, with the number specified as [____] director(s) or fixed from time to time as provided in these Bylaws within a range of not fewer than [____] nor more than [____]. Pursuant to ORS 60.304, directors need not be residents of Oregon or shareholders unless the Articles or these Bylaws so require.

Section 3.3 Election and Term. Pursuant to ORS 60.307 and 60.314, directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter (unless their terms are staggered under ORS 60.317). Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death.

Section 3.4 Resignation. Pursuant to ORS 60.321, a director may resign at any time by delivering written notice to the Board, its chairperson, or the corporation. A resignation is effective when the notice is delivered unless it specifies a later effective date.

Section 3.5 Removal. Pursuant to ORS 60.324, the shareholders may remove one or more directors with or without cause unless the Articles provide that directors may be removed only for cause. A director may be removed only at a meeting called for that purpose, and the meeting notice must state that the purpose (or one of the purposes) is removal of the director.

Section 3.6 Vacancies. Pursuant to ORS 60.331, unless the Articles provide otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office. If shareholders fill an office formerly held by a director elected by a voting group, only that voting group may vote to fill it.

Section 3.7 Regular Meetings. Pursuant to ORS 60.337, the Board may hold regular meetings, in or out of the State of Oregon, at such times and places as it may determine, and may permit any or all directors to participate by means of communication described in Section 3.11. Regular meetings may be held without notice if these Bylaws so provide.

Section 3.8 Special Meetings. Special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors], to be held in or out of the State of Oregon.

Section 3.9 Notice of Special Meetings. Pursuant to ORS 60.344, unless the Articles or these Bylaws provide a longer or shorter period, special meetings of the Board must be preceded by at least two (2) days' notice of the date, time, and place; the notice need not describe the purpose unless the Articles or these Bylaws require it. Notice may be waived as provided in ORS 60.347; a director's attendance at or participation in a meeting waives any required notice unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.10 Quorum and Voting. Pursuant to ORS 60.351, unless the Articles or these Bylaws require a greater number, a quorum of the Board consists of a majority of the number of directors fixed (or, for a variable-range board, in office immediately before the meeting begins). The Articles or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of that number. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Articles or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to ORS 60.337, unless the Articles or these Bylaws provide otherwise, the Board may permit any director to participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting; a director so participating is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to ORS 60.341, unless the Articles or these Bylaws provide otherwise, any action required or permitted to be taken at a Board meeting may be taken without a meeting if all members of the Board consent to the action in writing. The action is effective when the last director signs the consent, unless the consent specifies a different effective date, and has the same effect as action taken at a meeting.

Section 3.13 Compensation. Pursuant to ORS 60.334, the Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties.

Section 3.14 General Standards for Directors. Pursuant to ORS 60.357, each director shall discharge the director's duties as a director in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation, and is entitled to rely on the information, opinions, reports, and statements described in that section.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to ORS 60.354, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees and appoint members of the Board to serve on them. The creation of a committee and the appointment of members must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under ORS 60.351.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Articles, or these Bylaws, each committee may exercise Board powers under ORS 60.301. Under current ORS 60.354, a committee may not: (a) authorize or approve distributions except according to a formula or method, or within limits, prescribed by the Board; (b) approve or propose to shareholders action that the Act requires shareholders to approve; (c) fill vacancies on the Board or, subject to subsection (7), on a committee; or (d) adopt, amend, or repeal these Bylaws.

Section 4.3 Committee Procedures. The provisions of the Act governing Board meetings, notice and waiver of notice, quorum and voting, action without meeting, and standards of conduct apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to ORS 60.371, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers shall include a President, a Secretary, and a Treasurer, and may include a Chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. The same individual may simultaneously hold more than one office. One of the officers shall have responsibility for preparing minutes of the meetings of the shareholders and the Board and for authenticating records of the corporation.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly appointed officer to the extent authorized by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to ORS 60.381, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is effective under ORS 60.034 unless it specifies a later effective time. An officer may be removed at any time with or without cause by the Board, by the appointing officer unless otherwise provided, or by another officer if authorized by the Board or these Bylaws. Pursuant to ORS 60.384, appointment does not itself create contract rights, and removal or resignation does not affect any contract rights that otherwise exist.

Section 5.4 President. The President shall be the principal executive officer of the corporation (unless the Board designates another officer as such) and, subject to the Board's control, shall supervise and control the business and affairs of the corporation, shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of the shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign.

Section 5.6 Treasurer. The Treasurer shall be the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Standard of Conduct. Pursuant to ORS 60.377, each officer with discretionary authority shall discharge the officer's duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the corporation, and is entitled to the reliance protections in ORS 60.377(2)-(3).

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. Pursuant to ORS 60.147, the Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. Pursuant to ORS 60.161, if shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Oregon, the name of the person to whom issued, and the number and class (and series, if any) of shares represented. Each certificate shall be signed (manually or in facsimile) by two officers designated by the Board or these Bylaws and may bear the corporate seal.

Section 6.3 Uncertificated Shares. Pursuant to ORS 60.164, the Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required on a certificate.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions.

Section 6.5 Transfer Restrictions. Pursuant to ORS 60.167, the corporation may impose restrictions on the transfer or registration of transfer of shares; a restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Authority to Indemnify Directors. Subject to the Articles and ORS 60.387 to 60.414, the corporation shall indemnify directors to the fullest extent permitted by the Act. Under ORS 60.391, permissive indemnification may be authorized if: (a) the individual's conduct was in good faith; (b) the individual reasonably believed the conduct was in the corporation's best interests, or at least was not opposed to its best interests; and (c) in a criminal proceeding, the individual did not have reasonable cause to believe the conduct was unlawful. Termination by judgment, order, settlement, conviction, or a nolo contendere plea does not by itself determine that the standard was not met.

Section 7.2 Limitations on Indemnification. Under ORS 60.391, the corporation may not indemnify a director under that section in a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or in a proceeding that charged and adjudged the director liable for improperly receiving a personal benefit. Any indemnification otherwise permitted under ORS 60.391 in a proceeding by or in the right of the corporation is limited to reasonable expenses. Court-ordered and additional indemnification must separately satisfy ORS 60.401 and 60.414.

Section 7.3 Mandatory Indemnification. Pursuant to ORS 60.394, unless limited by the Articles, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director, against reasonable expenses incurred in connection with the proceeding.

Section 7.4 Advance of Expenses to Directors. Pursuant to ORS 60.397, the corporation may, before final disposition of a proceeding, pay or reimburse a director's reasonable expenses if the director furnishes: (a) a signed written affirmation of the director's good-faith belief that the ORS 60.391 standard has been met; and (b) a written undertaking, signed personally or on the director's behalf, to repay the advance if the director is ultimately determined not to have met that standard. The undertaking is an unlimited general obligation, need not be secured, and may be accepted without reference to financial ability to repay. Authorization must use a route allowed by ORS 60.397(3).

Section 7.5 Determination and Authorization. Pursuant to ORS 60.404, indemnification under ORS 60.391 requires a specific-case determination that the statutory standard was met. The determination shall be made: (a) by a majority vote of a quorum of directors not then parties; (b) if no such quorum can be obtained, by a majority vote of a duly designated committee of two or more directors not then parties; (c) by special legal counsel selected through the statutory route; or (d) by the shareholders. Authorization and evaluation of expense reasonableness follow ORS 60.404(3).

Section 7.6 Indemnification of Officers, Employees, and Agents. Pursuant to ORS 60.407, unless the Articles provide otherwise, an officer is entitled to mandatory indemnification under ORS 60.394 and may apply for court-ordered indemnification under ORS 60.401 to the same extent as a director. The corporation may indemnify and advance expenses to an officer, employee, or agent to the same extent as to a director. Any further indemnification or advancement must satisfy ORS 60.414 and any applicable Articles limitation.

Section 7.7 Insurance. Pursuant to ORS 60.411, the corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as such, whether or not the corporation would have power to indemnify the individual against the same liability under the Act.

Section 7.8 Non-Exclusivity; Continuation. Subject to the conditions and limits in ORS 60.414, the statutory indemnification and advancement provisions are not exclusive of other authorized rights. They continue as to a person who has ceased to serve and inure to the benefit of the person's heirs, executors, and administrators.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Pursuant to ORS 60.181, the Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of that section.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in ORS 60.181.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with ORS 60.221. If no record date is fixed, the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to ORS 60.771, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of an alphabetical list by class of shares. The corporation shall keep a copy of the records specified in ORS 60.771 (including the Articles, these Bylaws, certain resolutions, shareholder-meeting minutes for the past three years, written communications to shareholders, a list of current directors and officers, and the most recent annual report) at its principal or registered office.

Section 9.2 Shareholder Inspection Rights. Pursuant to ORS 60.774(1), a shareholder may inspect and copy the ORS 60.771(5) records during regular business hours at the principal office after at least five business days' signed written notice, subject to ORS 60.777(3). Inspection of the additional minutes, accounting records (including tax returns), and shareholder record listed in ORS 60.774(2) requires at least five business days' signed written notice plus a good-faith proper purpose, reasonable particularity, and a direct connection between the requested records and that purpose. The Articles or Bylaws may not abolish or limit these rights.

Section 9.3 Annual Report. Pursuant to ORS 60.787, the corporation shall deliver to the Oregon Secretary of State the annual report required by that section and shall maintain a copy with its corporate records.

Section 9.4 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with ORS 60.771.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.4 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to ORS 60.461(1), the Board may amend or repeal these Bylaws unless (a) the Articles or the Act reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending or repealing a particular bylaw, expressly provide that the Board may not amend or repeal that bylaw.

Section 11.2 Amendment by Shareholders. Pursuant to ORS 60.461(2), the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Bylaw Increasing Quorum or Voting Requirement. A bylaw that increases a quorum or voting requirement for shareholders or for the Board may be adopted, amended, or repealed only in the manner provided in ORS 60.464 (shareholder quorum/voting bylaws) and ORS 60.467 (director quorum/voting bylaws), as applicable.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to ORS 60.064, the Board may adopt emergency bylaws, subject to amendment or repeal by the shareholders, that are operative during an emergency as defined in that section (an emergency exists if a quorum of the Board cannot readily be assembled because of some catastrophic event).

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. In anticipation of or during an emergency, the Board may exercise ORS 60.081 powers to modify lines of succession and relocate the principal office, designate alternative principal or regional offices, or authorize officers to do so. Emergency bylaws may separately include necessary management provisions such as meeting procedures, quorum requirements, and substitute directors under ORS 60.064.

Section 12.4 Effect; Liability; Emergency Powers. Pursuant to ORS 60.081, corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be used to impose liability on a director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], an Oregon corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to ORS 60.057 and 60.061 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Oregon Business Corporation Act, ORS Chapter 60
• ORS 60.057 (organization of corporation); 60.061 (bylaws); 60.064 (emergency bylaws); 60.081 (emergency powers)
• ORS 60.111 (registered office and registered agent); 60.114 (change of registered office or agent)
• ORS 60.147 (issuance of shares); 60.161 (certificates); 60.164 (uncertificated shares); 60.167 (transfer restrictions); 60.181 (distributions)
• ORS 60.201 (annual meeting); 60.204 (special meeting); 60.211 (action without meeting); 60.214 (notice); 60.217 (waiver of notice); 60.219 (adjournment); 60.221 (record date); 60.222 (participation by remote communication); 60.224 (shareholders' list)
• ORS 60.227 (voting entitlement); 60.231 (proxies); 60.241 (quorum and voting for voting groups); 60.244 (action by voting groups); 60.247 (modification of quorum or voting); 60.251 (voting for directors)
• ORS 60.301 (board of directors); 60.304 (qualifications); 60.307 (number and election); 60.314 (terms); 60.317 (staggered terms); 60.321 (resignation); 60.324 (removal); 60.331 (vacancy); 60.334 (compensation); 60.337 (meetings); 60.341 (action without meeting); 60.344 (notice); 60.347 (waiver); 60.351 (quorum and voting); 60.354 (committees); 60.357 (general standards for directors)
• ORS 60.371 (required officers); 60.374 (duties of officers); 60.377 (standard of conduct for officers); 60.381 (resignation and removal); 60.384 (contract right of officers)
• ORS 60.387 to 60.414 (indemnification): 60.391 (authority to indemnify directors); 60.394 (mandatory indemnification); 60.397 (advance of expenses; written affirmation and undertaking); 60.401 (court-ordered indemnification); 60.404 (determination and authorization); 60.407 (officers, employees and agents); 60.411 (insurance); 60.414 (application)
• ORS 60.461 (amendment or repeal of bylaws by board or shareholders); 60.464 (bylaw increasing shareholder quorum/voting requirement); 60.467 (bylaw increasing director quorum/voting requirement)
• ORS 60.771 (corporate records); 60.774 (inspection of records by shareholders); 60.787 (annual report)