Advising Oregon Businesses

Transcription

1 Advising Oregon Businesses Volume Revision

2 Contents Introductory Comment Partnerships 1 Partnership Agreement Checklist 2 Partnership Agreement 3 Limited Liability Partnership Amendment to Partnership Agreement 4A Certificate of Limited Partnership 4B Agreement of Limited Partnership Limited Liability Companies 5 Limited Liability Company Articles of Organization 6 Limited Liability Company Operating Agreement Safe-Harbor Manager-Managed LLC 7 Limited Liability Company Operating Agreement Simple Member-Managed LLC 8 Limited Liability Company Operating Agreement Single-Member LLC Corporations Organization 9 Letter to Client Regarding Incorporation of a Closely Held Business 10 Letter to Client Disclosing Potential Conflicts 11 Preincorporation Checklist 12 Articles of Incorporation Business Corporation (Short Form) 13 Articles of Incorporation Business Corporation (Long Form) 14 Articles of Incorporation Professional Corporation 15A Articles of Incorporation Nonprofit Public Benefit Corporation 15B Articles of Incorporation Nonprofit Mutual Benefit Corporation 16 Bylaws Business Corporation 17 Bylaws Nonprofit Public Benefit Corporation 18 Bylaws Nonprofit Mutual Benefit Corporation 19 Minutes of Organizational Meeting of Directors 20 Consent in Lieu of Organizational Meeting of Directors Corporations Stock 21 Subscription Agreement 22 Stock Certificate for Common Stock 23 Stock Certificate for Preferred Stock 24 Legends for Stock Certificates 25 Affidavit of Loss of Stock Certificate and Indemnity Agreement 26 Buy-Sell Agreement 27A Voting Trust Agreement 27B Voting Trust Certificate 28 Voting Agreement 29 Irrevocable Authorization of a Proxy Corporations Meetings of Board of Directors 30 Notice of Special Meeting of Board of Directors 31 Waiver of Notice of Meeting of Board of Directors 32 Minutes of Annual Meeting of Board of Directors 33 Resolutions for Annual Meeting of Board of Directors

3 Corporations Meetings of Shareholders 34 Notice of Meeting of Shareholders 35 Minutes of Meeting of Shareholders 36 Resolutions for Meeting of Shareholders 37 Certificate of Mailing 38 Proxy Statement for Annual Meeting of Shareholders 39 Proxy for Annual Meeting of Shareholders Other Corporate Matters 40 Indemnification Agreement 41 Articles of Amendment to Articles of Incorporation Before Shares Issued 42 Articles of Amendment to Articles of Incorporation After Shares Issued 43 Restated Articles of Incorporation and Accompanying Certificate 44 Stock Transfer Agreement 45 Preferred Stock Purchase Agreement 46 Designation of Series A Convertible Preferred Stock 47 Employment Agreement 48 Independent Contractor Agreement 49 Employee or Consultant Confidentiality Agreement 50 Noncompetition, Nonsolicitation, and Nondisclosure Agreement 51 Key Employees Stock Option Plan 52 Stock Option Agreement Subchapter S Corporations 53 Agreement to Preserve S Corporation Status 54 Statement of Revocation of S Corporation Election Editors David C. Culpepper, B.A., University of Santa Clara (1968); J.D., University of Oregon (1974); member of the Oregon State Bar since 1974; partner, Thede Culpepper Moore Munro & Silliman LLP, Portland. Andrew H. Ognall, B.A., Cornell University (1993); J.D. (cum laude), Lewis & Clark Law School (1997); member of the Oregon State Bar since 1997; partner, Roberts Kaplan LLP, Portland. Jere M. Webb, A.B., Stanford University (1966); J.D., University of Chicago (1969); member of the Oregon State Bar since 1969; partner, Stoel Rives LLP, Portland. A special thanks... It is only through the efforts of dedicated authors that we are able to produce legal publications: Andrew H. Ognall, Anne E. Arathoon, Benjamin Lenhart, Carmen M. Calzacorta, Carolyn M. Vogt, Darin Christensen, David C. Culpepper, Douglas D. Morris, Douglas Smith, Ellen Theodorson, George K. Fogg, Greg Mallory, Iris K. Tilley, James M. Kearney, James M. Kennedy, Jason W. Davis, Jeffrey C. Wolfstone, Jere M. Webb, JoAnn L. Kohl, Joseph N. Eckhardt, Joshua E. Husbands, Kenneth A. Williams, Kimberly A. Medford, Lori J. LeCheminant, Mark A. von Bergen, Martin F. Medeiros, Peter R. Jarvis, Richard C. Hunt, Richard F. Liebman, Ryan Smith, Steven L. Christensen, Ted S. Broberg, Terrence R. Pancoast, and Todd A. Bauman.

4 Corporate Reorganizations 55 Type A Reorganizations: Agreement and Plan of Merger 56 Articles of Merger 57 Type D Reorganizations: Agreement and Plan of Corporate Separation 58 Type E Reorganizations: Agreement and Plan of Recapitalization 59 Notice of Special Meeting of Shareholders to Approve Proposed Merger 60 Plan of Conversion Business Acquisitions 61 Acquisition Due-Diligence Checklist 62A Letter of Intent for Sale of Assets in a Company Acquisition 62B Letter of Intent for Sale of Stock in a Company Acquisition 63 Certified Resolutions Authorizing Sale of Business Assets 64 Agreement for Sale and Purchase of Business Assets 65 Stock Purchase Agreement 66 Promissory Note 67 Guaranty Agreement 68 Security Agreement 69 Pledge Agreement 70 Escrow Agreement for Pledge of Stock 71 Blank Stock Power 72 Closing Memorandum Asset Purchase 73 Closing Memorandum Stock Purchase 74A Opinion Letter Sale of Assets 74B Opinion Letter Sale of Shares 75 Officer s Certificate to Support Opinion 76 ABA Illustrative Opinion Letter 77 Bill of Sale for Personal Property 78 Assignment and Assumption Intellectual Property 79 Submitted Idea Agreement (Reverse Confidentiality Agreement) 80 Agreement Between Submitter of Ideas or Inventions and Prospective Developer or Marketer 81 Short-Form Confidentiality Agreement 82 Work-Made-for-Hire Agreement 83 Patent License Agreement 84 Patent Assignment 85 Copyright Assignment 86 Trademark Assignment 87 [Reserved for expansion] 88 Software End-User License Agreement 89 Software Development Agreement 90 Web Site Development Agreement 91 Online Services Agreement 92 Franchise Agreement Miscellaneous Provisions 93 Miscellaneous Provisions

5 Order Form Advising Oregon Businesses Volume 5 Name Bar # Firm Name Phone Shipping Address (No P.O. Box) City State Zip Code vol. without binder (with forms on CD) [412.KB] $165...$ Early-bird price (by November 15, 2010) $149...$ vol. with binder and forms on CD [412.KT] $175...$ Early-bird price (by November 15, 2010) $158...$ Subtotal: $ Shipping & handling fee: $ 7.00 TOTAL ORDER: $ WB Payment Options: Check enclosed: payable to Oregon State Bar Please bill: Customer No. Four Ways to Order: 1. Online: Order online with a credit card at our secure bookstore at 2. Mail: Mail order to: Oregon State Bar Service Desk, SW Upper Boones Ferry Road, P.O. Box , Tigard, Oregon Fax: Fax this page to the Service Desk at To avoid duplicate orders, do NOT mail a copy. 4. Phone: Call the Service Desk at , or toll-free in Oregon at , ext Please allow two weeks for normal delivery for all order methods. Return Policy: Returns with receipt (packing list) are accepted within 45 days from the shipping date. Defective products will be replaced. Full refund for books with no visible marks, creases, etc., and in salable condition. Full refund for unopened CDs and audio and video products. Please send to OSB, Attention: Returns, SW Upper Boones Ferry Road, P.O. Box , Tigard, Oregon Questions? Call ; toll-free in Oregon , ext Change to Legal Publications Notifications In keeping with the bar s Sustainability Policy under Bylaw Article 26, beginning in 2011 the Legal Publications Department will no longer mail print brochures. Instead, we will notify customers via when each publication is nearing release. If you do not have your current address as part of your OSB member record, please take a moment to update your record online, at Oregon State Bar