The Oregon Consent Statement for Consent of Stockholders in Lieu of Special Meetings is a legal document used by stockholders in the state of Oregon to give their consent to certain matters without the need for a physical special meeting. This type of consent statement allows stockholders to make decisions and take actions without the time and expense of convening a formal meeting. Key elements included in an Oregon Consent Statement may include: 1. Parties involved: The consent statement identifies the company or corporation and provides a list of stockholders who are giving their consent. 2. Purpose: The purpose of the consent statement is stated clearly, detailing the decision or action that the stockholders are giving their consent to. This could be anything from approving a proposed merger or acquisition, amending bylaws or articles of incorporation, electing or removing board members, or authorizing major business transactions. 3. Terms and Conditions: The consent statement includes any specific terms or conditions that must be met for the consent to be considered valid. This could include the required percentage of stockholder consent, effective date, or any other conditions that must be satisfied. 4. Stockholder Consent: Each stockholder will be required to sign the consent statement, indicating their agreement to the proposed action. The statement typically includes space for each stockholder's name, number of shares held, and signature. 5. Filing Requirements: The consent statement must comply with the filing requirements of the Oregon Secretary of State's office. This may include providing a copy of the consent statement along with the corresponding filing fee. Different types of Oregon Consent Statements for Consent of Stockholders in Lieu of Special Meetings: 1. Merger Consent Statement: This type of consent statement is used when stockholders need to give their consent for a proposed merger or acquisition. It outlines the terms and conditions of the merger and requires stockholders to provide their approval. 2. Bylaws Amendment Consent Statement: This consent statement is used when stockholders are asked to approve amendments to the company's bylaws. It includes the proposed changes and allows stockholders to give their consent for the amendments. 3. Board Member Election or Removal Consent Statement: This consent statement is utilized when stockholders need to elect or remove board members. It provides the stockholders with the opportunity to give their consent to the proposed board members or express their support for removing existing ones. 4. Major Business Transaction Consent Statement: This type of consent statement is used when stockholders are asked to approve major business transactions such as entering into significant contracts, selling company assets, or acquiring new business ventures. It allows stockholders to give their consent to these transactions without the need for a special meeting. It is important to note that the specific content and requirements of an Oregon Consent Statement may vary based on the details of the proposed action, the company's bylaws, and relevant state laws. Therefore, it is advisable to consult with legal professionals or resources for precise guidance and to ensure compliance.