EXHIBIT 4.1
ARTICLES OF INCORPORATION
OF
STANCORP FINANCIAL GROUP, INC.
AS AMENDED
ARTICLE 1.
Name
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The name of the Corporation is StanCorp Financial Group, Inc.
ARTICLE 2.
Capital Stock
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A. The Corporation is authorized to issue a total of Four Hundred Million
(400,000,000) shares, consisting of Three Hundred Million (300,000,000) shares
of Common Stock and One Hundred Million (100,000,000) shares of Preferred Stock.
B. Holders of Common Stock are entitled to one vote per share. On
dissolution of the Corporation, after any preferential amount with respect to
the Preferred Stock has been paid or set aside, the holders of Common Stock and
the holders of any series of Preferred Stock entitled to participate in the
distribution of assets are entitled to receive the net assets of the
Corporation.
C. The Board of Directors is authorized, subject to limitations
prescribed by the Oregon Business Corporation Act, as amended from time to time
(the "Act"), and by the provisions of this Article, to provide for the issuance
of shares of Preferred Stock in series, to establish from time to time the
number of shares to be included in each series and to determine the
designations, relative rights, preferences and limitations of the shares of each
series. The authority of the Board of Directors with respect to each series
includes determination of the following:
(1) The number of shares in and the distinguishing designation of that
series;
(2) Whether shares of that series shall have full, special,
conditional, limited or no voting rights, except to the extent otherwise
provided by the Act;
(3) Whether shares of that series shall be convertible and the terms
and conditions of the conversion, including provision for adjustment of the
conversion rate in circumstances determined by the Board of Directors;
(4) Whether shares of that series shall be redeemable and the terms
and conditions of redemption, including the date or dates upon or after which
they shall be
redeemable and the amount per share payable in case of redemption, which amount
may vary under different conditions or at different redemption dates;
(5) The dividend rate, if any, on shares of that series, the manner of
calculating any dividends and the preferences of any dividends;
(6) The rights of shares of that series in the event of voluntary or
involuntary dissolution of the Corporation and the rights of priority of that
series relative to the Common Stock and any other series of Preferred Stock on
the distribution of assets on dissolution; and
(7) Any other rights, preferences and limitations of that series that
are permitted by law to vary.
D. Series A Preferred Stock.
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(1) Designation and Amount. The shares of such series shall be
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designated as "Series A Preferred Shares" and the number of shares constituting
such series shall be 500,000.
(2) Dividends and Distributions.
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(i) The holders of shares of Series A Preferred Shares shall be
entitled to receive, when and as declared by the Board of Directors, out of
funds legally available for the purpose, dividends in an amount per share
equal to 100 (the "Adjustment Number") multiplied by the aggregate per
share amount of all cash dividends, and the Adjustment Number multiplied by
the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in Common Stock or a
subdivision of the outstanding Common Stock (by reclassification or
otherwise), declared on the Common Stock of the Corporation (the "Common
Stock") after the first issuance of any share or fraction of a share of
Series A Preferred Shares.
(ii) The Corporation shall declare a dividend or distribution on
the Series A Preferred Shares as provided in subparagraph 2(i) at the same
time that it declares a dividend or distribution on the Common Stock (other
than a dividend payable in Common Stock).
(iii) Dividends shall not be cumulative. Unpaid dividends
shall not bear interest. Dividends paid on the Series A Preferred Shares
in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a share-
by-share basis among all such shares at the time outstanding.
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(3) Voting Rights. The holders of Series A Preferred Shares shall
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have the following voting rights:
(i) Each Series A Preferred Share shall entitle the holder
thereof to the number of votes equal to the Adjustment Number then in
effect on all matters submitted to a vote of the shareholders of the
Corporation.
(ii) Except as otherwise provided herein or by law, the holders
of Series A Preferred Shares and the holders of Common Stock shall vote
together as one class on all matters submitted to a vote of shareholders of
the Corporation.
(4) Certain Restrictions.
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(i) Whenever dividends or distributions payable on the Series A
Preferred Shares as provided in subparagraph 2 have not been declared or
paid for any fiscal year, until all such dividends and distributions for
such fiscal year on Series A Preferred Shares outstanding shall have been
declared and paid in full, the Corporation shall not in such fiscal year:
(a) declare or pay dividends on or make any other
distributions on any shares of stock ranking junior or on a parity
(either as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Shares except dividends paid ratably on
the Series A Preferred Shares and all such parity stock on which
dividends are payable in proportion to the total amounts to which the
holders of all such shares are then entitled and, dividends or
distributions payable in Common Stock;
(b) purchase or otherwise acquire for consideration any
Series A Preferred Shares or any shares of stock ranking on a parity
with the Series A Preferred Shares, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective dividend
rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.
(ii) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under
subparagraph 4(i), purchase or otherwise acquire such shares at such time
and in such manner.
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(5) Restriction on Issuance of Shares; Reacquired Shares. The
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Corporation shall not issue any Series A Preferred Shares except upon exercise
of rights (the "Rights") issued pursuant to the Rights Agreement dated as of
April 21, 1999, between the Corporation and ChaseMellon Shareholder Services,
LLC, (the "Rights Agreement"), a copy of which is on file with the secretary of
the Corporation at its principal executive office and shall be made available to
shareholders of record without charge upon written request. Any Series A
Preferred Shares purchased or otherwise acquired by the Corporation in any
manner whatsoever may be restored to the status of authorized but unissued
shares after the acquisition thereof. All such shares shall upon any such
restoration become authorized but unissued shares of Preferred Shares and may be
reissued as part of a new series of Preferred Shares to be created by the Board
of Directors, subject to the conditions and restrictions on issuance set forth
herein.
(6) Liquidation, Dissolution or Winding Up.
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(i) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Shares
unless, prior thereto, the holders of shares of Series A Preferred Shares
shall have received the Adjustment Number multiplied by the per share
amount to be distributed to holders of Common Stock, plus an amount equal
to declared and unpaid dividends and distributions thereon to the date of
such payment (the "Series A Liquidation Preference"). Following the
payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
Preferred Shares.
(ii) In the event that there are not sufficient assets available
to permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other series of Preferred Shares, if any,
which rank senior to or on a parity with the Series A Preferred Shares,
then assets shall be distributed first to holders of any series of
Preferred Shares ranking senior to the Series A Preferred Shares to the
extent of their liquidation preferences and such remaining assets shall be
distributed ratably to the holders of Series A Preferred Shares and such
parity shares in proportion to their respective liquidation preferences.
(7) Consolidation, Merger, etc. In case the Corporation shall enter
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into any consolidation, merger, combination or other transaction in which the
Common Stock is exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the Series A Preferred Shares
shall at the same time be similarly exchanged or changed in an amount per share
equal to the Adjustment Number multiplied by the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each common Share is changed or exchanged.
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(8) Anti-Dilution Adjustments to Adjustment Number. In the event the
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Corporation shall at any time after April 21, 1999 (the "Rights Declaration
Date") (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number for all purposes of this Article 2 shall be adjusted by
multiplying the Adjustment Number then in effect by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event. In the event the Corporation
shall at any time after the Rights Declaration Date, fix a record date for the
issuance of rights, options or warrants to all holders of Common Stock entitling
them (for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Common Stock or securities convertible into Common
Stock at a price per Common Stock (or having a conversion price per share, if a
security convertible into Common Stock) less than the then Current Per Share
Market Price of the Common Stock (as defined in Section 11(d) of the Rights
Agreement) on such record date, then in each such case the Adjustment Number for
all purposes of this Article 2 shall be adjusted by multiplying the Adjustment
Number then in effect by, a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding on such record date plus the number of
additional shares of Common Stock to be offered for subscription or purchase (or
into which the convertible securities so to be offered are initially
convertible) and the denominator of which shall be the number of shares of
Common Stock outstanding on such record date plus the number of shares of Common
Stock which the aggregate offering price of the total number of shares of Common
Stock so to be offered (and/or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at such Current Per
Share Market Price (as defined in Section 11(d) of the Rights Agreement). In
case such subscription price may be paid in a consideration part or all of which
shall be in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors. Common Stock owned by or
held for the account of the Corporation shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be made successively
whenever such a record date is fixed. In the event that such rights, options or
warrants are not so issued, the Adjustment Number shall be readjusted as if such
record date had not been fixed; and to the extent such rights, options or
warrants are issued but not exercised prior to their expiration, the Adjustment
Number shall be readjusted to be the number which would have resulted from the
adjustment provided for in this paragraph 8 if only the rights, options or
warrants that were exercised had been issued.
(9) No Redemption. The Series A Preferred Shares shall not be
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redeemable at the option of the Corporation or any holder thereof.
Notwithstanding the foregoing sentence, the Corporation may acquire Series A
Preferred Shares in any other manner permitted by law.
(10) Amendment. Subsequent to the Distribution Date (as defined in
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the Rights Agreement) these Articles of Incorporation shall not be further
amended in any
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manner which would materially alter or change the preferences,
limitations and relative rights of the Series A Preferred Shares so as to affect
them adversely without the affirmative vote of the holders of a majority of the
outstanding Series A Preferred shares, voting separately as a class.
(11) Fractional Shares. Series A Preferred Shares may be issued in
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fractions of a share in integral multiples of one one-hundredth of a share,
which shall entitle the holder, in proportion to such holders fractional shares,
to exercise voting rights, receive dividends, participate in distributions and
to have the benefit of all other rights of holders of Series A Preferred Shares.
ARTICLE 3
Number and Tenure of Directors
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A. The initial number of directors of the Corporation shall be not less
than three (3). At such time as the Corporation has more than one shareholder
the number of directors of the Corporation shall be not less than nine (9) nor
more than twenty-one (21), and within such limits the exact number shall be
fixed and increased or decreased from time to time by resolution of the Board of
Directors. At such time as the number of directors is first increased to nine
or more, the directors shall be divided into three classes, as nearly equal in
number as possible, with the term of office of the first class ("Class I") to
expire at the first annual meeting of shareholders, the term of office of the
second class ("Class II") to expire at the second annual meeting of shareholders
following the classification and the term of office of the third class ("Class
III") to expire at the third annual meeting of shareholders following the
classification. At each annual meeting of shareholders following such initial
classification and election, directors elected to succeed those directors whose
terms expire shall be elected to serve three-year terms and until their
successors are elected and qualified, so that the term of one class of directors
will expire each year. When the number of directors is changed within the
limits provided herein, any newly created directorships, or any decrease in
directorships, shall be so apportioned among the classes as to make all classes
as nearly equal as possible, provided that no decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
B. Directors of the Company may be removed only for cause at a meeting of
shareholders called expressly for that purpose.
C. Any vacancy on the Board of Directors, including a vacancy resulting
from an increase in the number of directors, may be filled by the Board of
Directors, the remaining directors if less than a quorum (by the vote of a
majority thereof) or by a sole remaining director. If the vacancy is not so
filled, it shall be filled by the shareholders at the next annual meeting of
shareholders. A vacancy that will occur at a specified later date, by reason of
a resignation or otherwise, may be filled before the vacancy occurs, but the new
director may not take office until the vacancy occurs.
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D. This Article 3 may not be amended, altered, changed or repealed unless
the amendment is approved by the vote of holders of 70 percent of the shares
then entitled to vote at an election of directors.
ARTICLE 4
Amendment of Bylaws
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Both the Board of Directors and the shareholders shall have the power to
alter, amend or repeal the Bylaws of the Corporation. Any repeal or change of
the Bylaws by the shareholders shall require the affirmative vote of not less
than 70 percent of the votes entitled to be cast on the matter. This Article 4
may not be amended, altered, changed or repealed unless the amendment is
approved by the vote of holders of 70 percent of the shares then entitled to
vote at an election of directors.
ARTICLE 5
No Personal Liability
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No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a director;
provided that this Article shall not eliminate the liability of a director for
any act or omission for which such elimination of liability is not permitted
under the Oregon Business Corporation Act. No amendment to the Oregon Business
Corporation Act that further limits the acts or omissions for which elimination
of liability is permitted shall affect the liability of a director for any act
or omission which occurs prior to the effective date of such amendment.
ARTICLE 6
Indemnification
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The Corporation may indemnify to the fullest extent permitted by law
any person who is made, or threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative, investigative, or otherwise
(including an action, suit or proceeding by or in the right of the Corporation)
by reason of the fact that the person is or was a director, officer or employee
of the Corporation or a fiduciary within the meaning of the Employee Retirement
Income Security Act of 1974 with respect to any employee benefit plan of the
Corporation, or serves or served at the request of the Corporation as a
director, officer or employee, or as a fiduciary of an employee benefit plan, of
another Corporation, partnership, joint venture, trust or other enterprise.
This Article shall not be deemed exclusive of any other provisions for
indemnification of directors, officers and fiduciaries that may be included in
any statute, bylaw, agreement, resolution of shareholders or directors or
otherwise, both as to action in any official capacity and action in another
capacity while holding office.
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ARTICLE 7
Fair Price Provision
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A. Whether or not a vote of stockholders is otherwise required, the vote
of the holders of not less than 70 percent of the outstanding shares of "Voting
Stock" (as hereinafter defined) of the Corporation shall be required for the
approval or authorization of any "Business Combination" (as hereinafter defined)
with any "Substantial Shareholder" (as hereinafter defined) or any Business
Combination in which a Substantial Shareholder has an interest (except
proportionately as a stockholder of the Corporation); provided, however, that
the 70 percent voting requirement shall not be applicable if either:
(1) The "Continuing Directors" (as hereinafter defined) of the
Corporation by at least a two-thirds vote (a) have expressly approved in advance
the acquisition of the outstanding shares of Voting Stock that caused such
Substantial Shareholder to become a Substantial Shareholder, or (b) have
expressly approved such Business Combination; or
(2) The cash or fair market value (as determined by at least a
majority of the Continuing Directors) of the property, securities or other
consideration to be received per share by holders of Voting Stock of the
Corporation (other than the Substantial Shareholder) in the Business Combination
is not less than the "Highest Per Share Price" or the "Highest Equivalent Price"
(as those terms are hereinafter defined) paid by the Substantial Shareholder
involved in the Business Combination in acquiring any of its holdings of the
Corporation's Voting Stock acquired in the last two years.
B. For purposes of this Article 7:
(1) The term "Business Combination" shall include, without limitation,
(a) any merger, exchange or consolidation of the Corporation, or any entity
controlled by or under common control with the Corporation, with or into any
Substantial Shareholder, or any entity controlled by or under common control
with such Substantial Shareholder, (b) any merger, exchange or consolidation of
a Substantial Shareholder, or any entity controlled by or under common control
with such Substantial Shareholder, with or into the Corporation or any entity
controlled by or under common control with the Corporation, (c) any sale, lease,
exchange, transfer or other disposition (in one transaction or a series of
transactions), including without limitation a mortgage or any other security
device, of all or any "Substantial Part" (as hereinafter defined) of the
property and assets of the Corporation, or any entity controlled by or under
common control with the Corporation, to a Substantial Shareholder, or any entity
controlled by or under common control with such Substantial Shareholder, (d) any
purchase, lease, exchange, transfer or other acquisition (in one transaction or
a series of transactions), including without limitation a mortgage or any other
security device, of all or any Substantial Part of the property and assets of a
Substantial Shareholder or any entity controlled by or under common control with
such Substantial Shareholder, by the Corporation, or any entity controlled by or
under common control with the Corporation, (e) any recapitalization of the
Corporation that would have the effect of
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increasing the voting power of a Substantial Shareholder, (f) the issuance,
sale, exchange or other disposition of any securities of the Corporation, or of
any entity controlled by or under common control with the Corporation, by the
Corporation or by any entity controlled by or under common control with the
Corporation, (g) any liquidation, spinoff, splitoff, splitup or dissolution of
the Corporation, and (h) any agreement, contract or other arrangement providing
for any of the transactions described in this definition of Business
Combination.
(2) The term "Substantial Shareholder" shall mean and include (a) any
"Person" (as that term is defined in Section 2(2) of the Securities Act of 1933,
as in effect on the date these Articles of Incorporation become effective (the
"Effective Date")) which, together with its "Affiliates" (as hereinafter
defined) and "Associates" (as hereinafter defined), "Beneficially Owns" (as
defined in Rule 13d-3 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect on the Effective Date) in the aggregate 15
percent or more of the outstanding Voting Stock of the Corporation, and (b) any
Affiliate or Associate (other than the Corporation or a wholly owned subsidiary
of the Corporation) of any such Person. Two or more Persons acting in concert
for the purpose of acquiring, holding or disposing of Voting Stock of the
Corporation shall be deemed a "Person."
(3) Without limitation, any share of Voting Stock of the Corporation
that any Substantial Shareholder has the right to acquire at any time
(notwithstanding that Rule 13d-3 deems such shares to be beneficially owned if
such right may be exercised within 60 days) pursuant to any agreement, contract,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise, shall be deemed to be Beneficially Owned by such
Substantial Shareholder and to be outstanding for purposes of subparagraph B(2)
above.
(4) For the purposes of subparagraph A(2) of this Article, the term
"other consideration to be received" shall include, without limitation, Common
Stock or other capital stock of the Corporation retained by its existing
shareholders, other than any Substantial Shareholder or other Person who is a
party to such Business Combination, in the event of a Business Combination in
which the Corporation is the survivor.
(5) The term "Voting Stock" shall mean all of the outstanding shares
of capital stock of the Corporation entitled to vote generally in the election
of directors, considered as one class, and each reference to a proportion of
shares of Voting Stock shall refer to such proportion of the votes entitled to
be cast by such shares.
(6) The term "Continuing Director" shall mean a director of the
Corporation who was a member of the board of directors of the Corporation
immediately prior to the time that the Substantial Shareholder involved in a
Business Combination became a Substantial Shareholder.
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(7) A Substantial Shareholder shall be deemed to have acquired a share
of the Voting Stock of the Corporation at the time when such Substantial
Shareholder became the Beneficial Owner thereof. With respect to the shares
owned by Affiliates, Associates or other Persons whose ownership is attributed
to a Substantial Shareholder under the foregoing definition of Substantial
Shareholder, if the price paid by such Substantial Shareholder for such shares
is not determinable by a majority of the Continuing Directors, the price so paid
shall be deemed to be the higher of (a) the price paid upon the acquisition
thereof by the Affiliate, Associate or other Person or (b) the market price of
the shares in question at the time when such Substantial Shareholder became the
Beneficial Owner thereof.
(8) The terms "Highest Per Share Price" and "Highest Equivalent Price"
as used in this Article shall mean the following: If there is only one class of
capital stock of the Corporation issued and outstanding, the Highest Per Share
Price shall mean the highest price that can be determined to have been paid at
any time by the Substantial Shareholder involved in the Business Combination for
any share or shares of that class of capital stock. If there is more than one
class of capital stock of the Corporation issued and outstanding, the Highest
Equivalent Price shall mean, with respect to each class and series of capital
stock of the Corporation, the amount determined by a majority of the Continuing
Directors, on whatever basis they believe is appropriate, to be the highest per
share price equivalent to the highest price that can be determined to have been
paid at any time by the Substantial Shareholder for any share or shares of any
class or series of capital stock of the Corporation. The Highest Per Share Price
and the Highest Equivalent Price shall include any brokerage commissions,
transfer taxes and soliciting dealers' fees paid by a Substantial Shareholder
with respect to the shares of capital stock of the Corporation acquired by such
Substantial Shareholder. In the case of any Business Combination with a
Substantial Shareholder, the Continuing Directors shall determine the Highest
Per Share Price or the Highest Equivalent Price for each class and series of the
capital stock of the Corporation. The Highest Per Share Price and Highest
Equivalent Price shall be appropriately adjusted to reflect the occurrence of
any reclassification, recapitalization, stock split, reverse stock split or
other readjustment in the number of outstanding shares of capital stock of the
Corporation, or the declaration of a stock dividend thereon, between the last
date upon which the Substantial Shareholder paid the Highest Per Share Price of
Highest Equivalent Price and the effective date of the merger or consolidation
or the date of distribution to stockholders of the Corporation of the proceeds
from the sale of all or substantially all of the assets of the Corporation.
(9) The term "Substantial Part" shall mean 15 percent or more of the
fair market value of the total assets of the Person in question, as reflected on
the most recent balance sheet of such Person existing at the time the
stockholders of the Corporation would be required to approve or authorize the
Business Combination involving the assets constituting any such Substantial
Part.
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(10) The term "Affiliate," used to indicate a relationship with a
specified Person, shall mean a Person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, the Person specified.
(11) The term "Associate," used to indicate a relationship with a
specified Person, shall mean (a) any entity of which such specified Person is an
officer or partner or is, directly or indirectly, the beneficial owner of 10
percent or more of any class of equity securities, (b) any trust or other estate
in which such specified Person has a substantial beneficial interest or as to
which such specified Person serves as trustee or in a similar fiduciary
capacity, (c) any relative or spouse of such specified Person, or any relative
of such spouse, who has the same home as such specified Person or who is a
director or officer of the Corporation or any of its subsidiaries, and (d) any
Person who is a director or officer of such specified entity or any of its
parents or subsidiaries (other than the Corporation or an entity controlled by
or under common control with the Corporation).
C. For the purposes of this Article, a majority of the Continuing
Directors shall have the power to make a good faith determination, on the basis
of information known to them, of: (a) the number of shares of Voting Stock that
any Person Beneficially Owns, (b) whether a Person is an Affiliate or Associate
of another, (c) whether a Person has an agreement, contract, arrangement or
understanding with another as to the matters referred to in subparagraph B(1)(h)
or B(3) hereof, (d) whether the assets subject to any Business Combination
constitute a Substantial Part, (e) whether any Business Combination is one in
which a Substantial Shareholder has an interest (except proportionately as a
stockholder of the Corporation), and (f) such other matters with respect to
which a determination is required under this Article.
D. The provisions set forth in this Article may not be amended, altered,
changed or repealed in any respect unless such action is approved by the
affirmative vote of the holders of not less than a majority of the outstanding
shares of Voting Stock of the Corporation at a meeting of the shareholders duly
called for the consideration of such amendment, alteration, change or repeal;
provided, however, that if there is a Substantial Shareholder who is not a
Continuing Director, such action must also be approved by the affirmative vote
of the holders of not less than 70 percent of the outstanding shares of Voting
Stock.
ARTICLE 8
The street address and the mailing address of the initial registered
office of the Corporation is 1100 SW Sixth Avenue, Portland, OR 97204 and the
name of its initial registered agent at that address is J. Greg Ness.
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ARTICLE 9
The name of the incorporator is Ruth A. Beyer and the address of the
incorporator is 900 SW Fifth Avenue, Suite 2300, Portland OR 97204.
ARTICLE 10
The mailing address for the Corporation for notices is 1100 SW Sixth
Avenue, Portland OR 97204.
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