Chapter 65 -
Nonprofit Corporations
2007 EDITION
NONPROFIT CORPORATIONS
CORPORATIONS
AND PARTNERSHIPS
GENERAL PROVISIONS
(Definitions)
65.001 Definitions
(Filing Documents)
65.004 Filing
requirements
65.007 Filing,
service, copying and certification fees
65.011 Effective
time and date of document
65.014 Correcting
filed document
65.016 Forms;
rules
65.017 Filing
duty of Secretary of State
65.021 Appeal
from Secretary of State's refusal to file document
65.024 Evidentiary
effect of certified copy of filed document or secretary's certificate
65.027 Certificate
of existence or authorization
(Secretary of
State)
65.031 Powers
(Notice)
65.034 Notice
(Private Foundations)
65.036 Private
foundations
(Judicial Relief)
65.038 Judicial
relief
(Attorney General)
65.040 Notice
to Attorney General; effect of failure to notify
(Religious Corporations)
65.042 Religious
corporations; constitutional protections
INCORPORATION
65.044 Incorporators
65.047 Articles
of incorporation
65.051 Incorporation
65.054 Liability
for preincorporation transactions
65.057 Organization
of corporation
65.061 Bylaws
65.064 Emergency
bylaws and powers
65.067 Corporation
sole
PURPOSES AND
POWERS
65.074 Purposes
65.077 General
powers
65.081 Emergency
powers
65.084 Challenge
of corporate authority; remedy
NAME
65.094 Corporate
name
65.097 Reserved
name
65.101 Registered
name
OFFICE AND AGENT
65.111 Registered
office and registered agent
65.114 Change
of registered office or registered agent
65.117 Resignation
of registered agent
65.121 Service
on the corporation
MEMBERS AND MEMBERSHIPS
(Admission of
Members)
65.131 Admission
65.134 Consideration
65.137 No requirement
for members
(Members' Rights
and Obligations)
65.144 Differences
in rights and obligations of members
65.147 Transfers
65.151 Member's
liability to third parties
65.154 Member's
liability for dues, assessments and fees
65.157 Creditor's
action against member
(Resignation
and Termination)
65.164 Resignation
65.167 Termination,
expulsion or suspension
65.171 Acquiring
memberships
(Derivative Suits)
65.174 Derivative
suits
(Delegates)
65.177 Delegates
MEMBERSHIP MEETINGS
AND VOTING
(Meetings and
Action Without Meetings)
65.201 Annual
and regular meetings
65.204 Special
meeting
65.207 Court-ordered
meeting; attorney fees
65.211 Action
without meeting
65.214 Notice
of meeting
65.217 Waiver
of notice
65.221 Record
date
65.222 Action
by written ballot
(Voting)
65.224 Members'
list for meeting; attorney fees
65.227 Voting
entitlement of members
65.231 Proxies
65.234 Adjournment
65.237 Corporation's
acceptance of votes
65.241 Quorum
requirements
65.244 Voting
requirements
65.247 Cumulative
voting for directors
65.251 Other
methods of electing directors
(Voting Agreements)
65.254 Voting
agreements
DIRECTORS AND
OFFICERS
(Board of Directors)
65.301 Requirement
for and duties of board
65.304 Qualifications
of directors
65.307 Number
of directors
65.311 Election,
designation and appointment of directors
65.314 Terms
of directors generally
65.317 Staggered
terms for directors
65.321 Resignation
of directors
65.324 Removal
of directors elected by members or directors
65.327 Removal
of directors by judicial proceeding
65.331 Removal
of designated or appointed directors
65.334 Vacancy
on board
65.335 Compensation
of directors
(Meetings and
Action of Board)
65.337 Regular
and special meetings
65.341 Action
without meeting
65.344 Call and
notice of meetings
65.347 Waiver
of notice
65.351 Quorum
and voting
65.354 Committees
(Standards of
Conduct)
65.357 General
standards for directors
65.361 Director
conflict of interest
65.364 Loans
to or guarantees for directors and officers
65.367 Liability
for unlawful distributions
65.369 Liability
of qualified directors
(Officers)
65.371 Required
officers
65.374 Duties
and authority of officers
65.377 Standards
of conduct for officers
65.381 Resignation
and removal of officers
65.384 Contract
rights of officers
(Indemnification)
65.387 Definitions
for ORS 65.387 to 65.414
65.391 Authority
to indemnify
65.394 Mandatory
indemnification
65.397 Advance
for expenses
65.401 Court-ordered
indemnification
65.404 Determination
and authorization of indemnification
65.407 Indemnification
of officers, employees and agents
65.411 Insurance
65.414 Application
of ORS 65.387 to 65.411
AMENDMENT OF
ARTICLES OF INCORPORATION AND BYLAWS
(Amendment of
Articles of Incorporation)
65.431 Authority
65.434 Amendment
by directors
65.437 Amendment
by board of directors and members
65.441 Class
voting by members on amendments
65.447 Articles
of amendment
65.451 Restated
articles of incorporation
65.454 Amendment
pursuant to court order
65.457 Effect
of amendment and restatement
(Amendment of
Bylaws)
65.461 Amendment
by directors
65.464 Amendment
by directors and members
65.467 Approval
by third persons
MERGER
65.481 Approval
of plan of merger
65.484 Limitations
on mergers by public benefit or religious corporations
65.487 Action
on plan by board, members and third persons
65.491 Articles
of merger
65.494 Effect
of merger
65.497 Merger
with foreign corporation
65.501 Effect
of merger on bequests, devises and gifts
65.504 Merger
with business corporation
SALE OF ASSETS
65.531 Sale of
assets in regular course of activities; mortgage of assets
65.534 Sale of
assets other than in regular course of activities
DISTRIBUTIONS
65.551 Prohibited
distributions
65.554 Authorized
distributions
DISSOLUTION
(Voluntary Dissolution)
65.621 Dissolution
by incorporators
65.624 Dissolution
by directors, members and third persons
65.627 Notices
to Attorney General
65.631 Articles
of dissolution
65.634 Revocation
of dissolution
65.637 Effect
of dissolution
65.641 Known
claims against dissolved corporation
65.644 Unknown
claims against dissolved corporation
(Administrative
Dissolution)
65.647 Grounds
for administrative dissolution
65.651 Procedure
for and effect of administrative dissolution
65.654 Reinstatement
following administrative dissolution
65.657 Appeal
from denial of reinstatement
(Judicial Dissolution)
65.661 Grounds
for judicial dissolution
65.664 Procedure
for judicial dissolution
65.667 Receivership
or custodianship
65.671 Judgment
of dissolution
(Disposition
of Assets)
65.674 Deposit
with Department of State Lands
FOREIGN CORPORATIONS
(Authority to
Transact Business)
65.701 Authority
to transact business required
65.704 Consequences
of transacting business without authority
65.707 Application
for authority to transact business
65.711 Amendment
to application for authority
65.714 Effect
of authority
65.717 Corporate
name of foreign corporation
65.721 Registered
office and registered agent of foreign corporation
65.724 Change
of registered office or registered agent of foreign corporation
65.727 Resignation
of registered agent of foreign corporation
65.731 Service
on foreign corporation
(Withdrawal)
65.734 Withdrawal
of foreign corporation
(Administrative
Revocation of Authority)
65.737 Grounds
for administrative revocation
65.741 Procedure
for and effect of administrative revocation
65.744 Appeal
from administrative revocation
65.747 Reinstatement
following administrative revocation
(Judicial Revocation
of Authority)
65.751 Grounds
for judicial revocation
65.754 Procedure
for judicial revocation of authority
65.757 Judgment
of revocation
RECORDS AND REPORTS
(Records)
65.771 Corporate
records
65.774 Inspection
of records by members
65.777 Scope
of inspection right
65.781 Court-ordered
inspection; attorney fees
65.782 Limitations
on use of membership list
(Reports)
65.784 Report
to members and other persons of indemnification
65.787 Annual
report
TRANSFER OF ASSETS
OF HOSPITAL
65.800 Definitions
for ORS 65.803 to 65.815
65.803 Hospitals
operated by nonprofit corporation; transfer of assets; approval
by Attorney General
65.805 Notice
to Attorney General; fee; trade secrets
65.807 Public
hearing; waiver; notice
65.809 Time for
Attorney General decision; nature of decision; appeal
65.811 Disapproval
of proposed transfer of assets
65.813 Consultants;
cost; rules; fee
65.815 Rules
CEMETERIES AND
CREMATORIES
65.855 Lands
of cemetery or crematory corporation; exemption from execution,
taxation and condemnation
65.860 Revenues;
restrictions on uses of revenue
65.865 Selling
land unsuited for burials
65.870 Burial
lots or space; use, exemption from taxation, execution and liens;
lien for purchase price of gravestone
65.875 Recording
plan; power to improve and regulate grounds
MISCELLANEOUS
65.951 Short
title
65.954 Reservation
of power to amend or repeal
65.957 Application
to existing domestic corporations; exemptions
65.959 Application
to corporations relating to condominiums, planned communities
or timeshare estates
65.961 Application
to qualified foreign corporations
65.964 Saving
provisions
65.967 Severability
PENALTY
65.990 Penalty
for signing false document
GENERAL PROVISIONS
(Definitions)
65.001 Definitions.
As used in this chapter, unless otherwise specifically provided:
(1) "Anniversary" means that day each year exactly
one or more years after the date of filing by the Office of the
Secretary of State of the articles of incorporation in the case
of a domestic corporation or the date of filing by the Office
of the Secretary of State of an application for authority to
transact business in the case of a foreign corporation. An event
which would otherwise cause an anniversary to fall on February
29 shall be deemed to have occurred on February 28.
(2) "Approved by the members" or "approval by
the members" means approved or ratified by the members entitled
to vote on the issue through either:
(a) The affirmative vote of a majority of the votes of such members
represented and voting at a duly held meeting at which a quorum
is present or the affirmative vote of such greater proportion
including the votes of any required proportion of the members
of any class as the articles, bylaws or this chapter may provide
for specified types of member action; or
(b) A written ballot or written consent in conformity with this
chapter.
(3) "Articles of incorporation" or "articles"
include amended and restated articles of incorporation and articles
of merger, and corrections thereto.
(4) "Board" or "board of directors" means
the individual or individuals vested with overall management
of the affairs of the domestic or foreign corporation, irrespective
of the name by which the individual or individuals are designated,
except that no individual or group of individuals are the board
of directors because of powers delegated to that individual or
group pursuant to ORS 65.301.
(5) "Bylaws" means the code or codes of rules, other
than the articles adopted pursuant to this chapter or the laws
governing a foreign corporation for the regulation or management
of the affairs of the domestic or foreign corporation, irrespective
of the name or names by which such rules are designated.
(6) "Class" means a group of memberships which have
the same rights with respect to voting, dissolution, redemption
and transfer. For the purpose of this section, rights shall be
considered the same if they are determined by a formula applied
uniformly.
(7) "Contact address" means a mailing address at which
a person affiliated with the organization will receive and transmit
to the organization notices intended for the foreign or domestic
corporation when it is either not practical to send such notices
to the registered agent, or a duplicate notice is desirable.
The contact address may be the principal place of business, if
any, or the business or residence address of any person associated
with the corporation or foreign corporation who has consented
to serve, but shall not be the address of the registered agent.
(8) "Corporation" or "domestic corporation"
means a nonprofit corporation that is not a foreign corporation,
and that is incorporated under or subject to the provisions of
this chapter.
(9) "Delegates" means those persons elected or appointed
to vote in a representative assembly for the election of a director
or directors or on other matters.
(10) "Deliver" includes mail.
(11) "Directors" means individuals designated in the
articles or bylaws or elected by the incorporators to act as
members of the board, and their successors.
(12) "Distribution" means the payment of a dividend
or any part of the income or profit of a corporation to its members,
directors or officers, and does not include payment of value
for property received or services performed or payment of benefits
in furtherance of the corporation's purposes.
(13) "Domestic business corporation" means a for profit
corporation incorporated under ORS chapter 60.
(14) "Domestic limited liability company" means an
entity that is an unincorporated association having one or more
members and that is organized under ORS chapter 63.
(15) "Domestic professional corporation" means a corporation
organized under ORS chapter 58 for the purpose of rendering professional
services and for the purposes provided under ORS chapter 58.
(16) "Effective date of notice" has the meaning given
that term in ORS 65.034.
(17) "Employee" does not include an officer or director
who is not employed by the corporation with compensation for
services beyond those encompassed by board membership.
(18) "Entity" includes a corporation, foreign corporation,
business corporation and foreign business corporation, profit
and nonprofit unincorporated association, corporation sole, business
trust, estate, partnership, trust, two or more persons having
a joint or common economic interest, any state, the United States
and any foreign government.
(19) "File," "filed" or "filing"
means reviewed, accepted and entered in the Office of the Secretary
of State.
(20) "Foreign business corporation" means a for profit
corporation incorporated under the laws of a state other than
this state.
(21) "Foreign corporation" means a corporation organized
under a law other than the law of this state which would be a
nonprofit corporation if formed under the laws of this state.
(22) "Foreign limited liability company" means an entity
that is an unincorporated association organized under the laws
of a state other than this state, under the laws of a federally
recognized Indian tribe or under the laws of a foreign country
and that is organized under a statute under which an association
may be formed that affords to each of its members limited liability
with respect to liabilities of the entity.
(23) "Foreign professional corporation" means a professional
corporation organized under the laws of a state other than this
state.
(24) "Governmental subdivision" includes an authority,
county, district and municipality.
(25) "Includes" denotes a partial definition.
(26) "Individual" means a natural person and includes
the guardian of an incompetent individual.
(27) "Means" denotes an exhaustive definition.
(28)(a) "Member" means any person or persons entitled,
pursuant to a domestic or foreign corporation's articles or bylaws,
without regard to what a person is called in the articles or
bylaws, to vote on more than one occasion for the election of
a director or directors.
(b) A person is not a member by virtue of any of the following
rights the person has:
(A) As a delegate;
(B) To designate or appoint a director or directors;
(C) As a director; or
(D) As a holder of an evidence of indebtedness issued or to be
issued by the corporation.
(c) Notwithstanding the provisions of paragraph (a) of this subsection,
a person is not a member if the person's membership rights have
been eliminated as provided in ORS 65.164 or 65.167.
(29) "Membership" refers to the rights and obligations
a member or members, as defined in this chapter, have pursuant
to this chapter.
(30) "Mutual benefit corporation" means a domestic
corporation which either is formed as a mutual benefit corporation
pursuant to ORS 65.044 to 65.067, is designated a mutual benefit
corporation by a statute or does not come within the definition
of public benefit or religious corporation.
(31) "Nonprofit corporation" means mutual benefit corporations,
public benefit corporations and religious corporations.
(32) "Notice" has the meaning given that term in ORS
65.034.
(33) "Office" when used to refer to the administrative
unit directed by the Secretary of State, means the Office of
the Secretary of State.
(34) "Person" includes any individual or entity.
(35) "Principal office" means the place, in or out
of this state, so designated in the most recent annual report
filed pursuant to ORS 65.787 or if no annual report is on file,
as designated in the articles of incorporation, or the application
for authority to transact business in this state, which shall
be the place where the principal executive offices of a domestic
or foreign corporation are located, or if none, the contact address.
(36) "Proceeding" includes civil, criminal, administrative
and investigatory action.
(37) "Public benefit corporation" means a domestic
corporation which:
(a) Is formed as a public benefit corporation pursuant to ORS
65.044 to 65.067, is designated as a public benefit corporation
by a statute, is recognized as tax exempt under section 501 (c)
(3) of the Internal Revenue Code of 1986 or is otherwise organized
for a public or charitable purpose;
(b) Is restricted so that on dissolution it must distribute its
assets to an organization organized for a public or charitable
purpose, a religious corporation, the United States, a state
or a person which is recognized as exempt under section 501 (c)
(3) of the Internal Revenue Code of 1986; and
(c) Does not come within the definition of "religious corporation."
(38) "Record date" means the date established under
ORS 65.131 to 65.177 or 65.201 to 65.254 on which a corporation
determines the identity of its members and their membership rights
for the purposes of this chapter. The determinations shall be
made as of the time of close of transactions on the record date
unless another time for doing so is specified at the time the
record date is fixed.
(39) "Religious corporation" means a domestic corporation
which is formed as a religious corporation pursuant to ORS 65.044
to 65.067, is designated a religious corporation by a statute
or is organized primarily or exclusively for religious purposes.
(40) "Secretary," when used in the context of a corporate
official, means the corporate officer to whom the board of directors
has delegated responsibility under ORS 65.371 for preparing the
minutes of the directors' and members' meetings and for authenticating
the records of the corporation.
(41) "State" when referring to a part of the United
States, includes a state, commonwealth, territory and insular
possession of the United States and its agencies and governmental
subdivisions.
(42) "Uncompensated officer" means an individual who
serves in an office without compensation for personal service.
Payment solely for actual expenses in performing duties of the
officer or a stipend which is paid only to compensate the average
expenses incurred over the course of a year shall not be deemed
to be compensation.
(43) "United States" includes district, authority,
bureau, commission, department and any other agency of the United
States.
(44) "Vote" includes authorization by written ballot
and written consent, where permitted.
(45) "Voting power" means the total number of votes
entitled to be cast on the issue at the time the determination
of voting power is made, excluding a vote which is contingent
upon the happening of a condition or event which has not occurred
at the time. Where a class is entitled to vote as a class for
directors, the determination of voting power of the class shall
be based on the percentage of the number of directors the class
is entitled to elect out of the total number of authorized directors.
[1989 c.1010 §14; 1991 c.231 §1; 2001 c.315 §35;
2005 c.107 §4]
(Filing Documents)
65.004 Filing
requirements. (1) A document must satisfy the requirements of
this section, except as any other provision of this chapter modifies
these requirements, to be entitled to filing by the Secretary
of State under authority of this chapter.
(2) The document must be one required or permitted to be filed
in the Office of the Secretary of State.
(3) The document shall contain the information required by this
chapter. It may contain other information as well.
(4) The document must be legible.
(5) The document must be written in the alphabet used to write
the English language, but may include Arabic or Roman numerals
and incidental punctuation. The certificate of existence required
of foreign corporations need not be in English if accompanied
by a reasonably authenticated English translation.
(6) The document must be executed:
(a) By a fiduciary, receiver or trustee, if the corporation is
in the hands of a receiver, trustee or other court-appointed
fiduciary;
(b) By an incorporator, if directors have not been selected or
its execution is before the organizational meeting;
(c) By the person specified in any section of this chapter that
required the document be filed; or
(d) By the chairperson of the board of directors of a domestic
or foreign corporation, its president or otherwise by another
of its officers.
(7) The document shall state beneath or opposite the signature
the name of the person and the capacity in which the person signs.
The document may, but is not required to, contain:
(a) The corporate seal;
(b) An attestation by the secretary or an assistant secretary;
or
(c) An acknowledgment, verification or proof.
(8) If the Secretary of State has prescribed a mandatory form
for a document under ORS 65.016, the document must be in or on
the prescribed form.
(9) The document must be delivered to the Office of the Secretary
of State for filing and must be accompanied by the correct filing
fee.
(10) A document is deemed filed or effective only as provided
in ORS 56.080, 65.001, 65.011, 65.014 and 65.017. [Amended by
1999 c.486 §10]
65.007 Filing,
service, copying and certification fees. The Secretary of State
shall collect the fees described in ORS 56.140 for each document
delivered for filing under this chapter and for process served
on the secretary under this chapter. The secretary may collect
the fees described in ORS 56.140 for copying any public record
under this chapter, certifying the copy or certifying to other
facts of record under this chapter. [1989 c.1010 §§5,5a;
1991 c.132 §5; 1999 c.652 §12]
65.011 Effective
time and date of document. (1) Except as provided in subsection
(2) of this section, ORS 56.080 and 65.014, a document accepted
for filing after review is effective:
(a) On the date it is filed by the Secretary of State; and
(b) At the time, if any, specified in the document as its effective
time or at 12:01 a.m. on that date if no effective time is specified.
(2) If a document specifies a delayed effective time and date,
the document becomes effective at the time and date specified.
If a document specifies a delayed effective date but no time,
the document becomes effective at 12:01 a.m. on that date. A
delayed effective date for a document may not be later than the
90th day after the date it is filed. [1989 c.1010 §6]
65.014 Correcting
filed document. (1) A domestic or foreign corporation may correct
a document filed by the Secretary of State other than an annual
report, if the document:
(a) Contains an incorrect statement; or
(b) Was defectively executed, attested, sealed, verified or acknowledged.
(2) Errors in annual reports may be corrected as provided in
ORS 65.787.
(3) A domestic or foreign corporation seeking to correct a document
shall deliver the articles of correction to the Office of the
Secretary of State for filing. The articles shall include the
following:
(a) A description of the incorrect document, including its filing
date or a copy of the document;
(b) A description of the incorrect statement and the reason it
is incorrect or a description of the manner in which the execution,
attestation, seal, verification or acknowledgment is defective;
and
(c) A correction of the incorrect statement or defective execution,
attestation, seal, verification or acknowledgment.
(4) Articles of correction are effective on the effective date
of the document they correct except as to persons relying on
the uncorrected document and adversely affected by the correction.
As to those persons, articles of correction are effective when
filed by the Secretary of State.
(5) An incorrect document with a delayed effective date may also
be corrected by withdrawal and new filing pursuant to the provisions
of ORS 56.080. [1989 c.1010 §7]
65.016 Forms;
rules. Upon request, the Secretary of State may furnish forms
for documents required or permitted to be filed by this chapter.
The Secretary of State may by rule require the use of the forms.
[1989 c.1010 §4; 1995 c.215 §13]
65.017 Filing
duty of Secretary of State. (1) If a document delivered to the
Office of the Secretary of State for filing satisfies the requirements
of ORS 65.004, the Secretary of State shall file it.
(2) The Secretary of State files a document by indicating thereon
that it has been filed by the Secretary of State and the date
of filing. The time of filing shall be deemed to be 12:01 a.m.
on that date. After filing a document, except those referred
to in ORS 65.114, 65.671, 65.674, 65.724 and 65.787, the Secretary
of State shall return an acknowledgment of filing to the domestic
or foreign corporation or its representative.
(3) If the Secretary of State refuses to file a document, the
Secretary of State shall return it to the domestic or foreign
corporation or its representative within 10 business days after
the document was received by the Office of the Secretary of State,
together with a brief written explanation of the reason or reasons
for the refusal.
(4) The Secretary of State's duty to file documents under this
section is ministerial. The Secretary of State is not required
to verify or inquire into the legality or truth of any matter
included in any document delivered to the Office of the Secretary
of State for filing. Except as provided elsewhere in this chapter,
the Secretary of State's filing or refusing to file a document
does not:
(a) Affect the validity or invalidity of the document in whole
or in part except as provided in ORS 65.051; or
(b) Relate to the correctness or incorrectness of information
contained in the document.
(5) The Secretary of State's refusal to file a document does
not create a presumption that the document is invalid or that
information contained in the document is incorrect. [1989 c.1010
§8; 1999 c.486 §11]
65.021 Appeal
from Secretary of State's refusal to file document. If the Secretary
of State refuses to file a document delivered to the Office of
Secretary of State for filing, the domestic or foreign corporation,
in addition to any other legal remedy which may be available,
shall have the right to appeal from such final order pursuant
to the provisions of ORS 183.484. [1989 c.1010 §9]
65.024 Evidentiary
effect of certified copy of filed document or secretary's certificate.
(1) A certificate bearing the Secretary of State's signature,
which may be in facsimile, and attached to a copy of a document
is conclusive evidence that the original document or a facsimile
thereof is on file with the Office of the Secretary of State.
(2) The following shall be received in all courts, public offices
and official bodies of this state as prima facie evidence of
the facts stated therein, unless a greater evidentiary effect
is provided in ORS 65.027 and 65.051 or elsewhere in this chapter
or it is shown that the document was thereafter corrected or
withdrawn from the files of the Office of the Secretary of State:
(a) All facts stated in certificates issued by the Office of
the Secretary of State with respect to its business registry
functions including a certificate of compliance or noncompliance
of a document with filing requirements or other provisions of
law administered by the Office of the Secretary of State, or
a certificate as to the existence or nonexistence of facts which
would appear from presence or absence of documents in the files
of the Office of the Secretary of State; and
(b) All facts stated in documents certified as filed by the Office
of the Secretary of State, but only to the extent the specific
items were required to be included in the document by this chapter
or ORS chapter 61 (1987 Replacement Part). [1989 c.1010 §10]
65.027 Certificate
of existence or authorization. (1) Anyone may apply to the Office
of the Secretary of State to furnish a certificate of existence
for a domestic corporation or a certificate of authorization
for a foreign corporation.
(2) A certificate of existence or authorization, when issued,
means that:
(a) The domestic corporation's corporate name or the foreign
corporation's corporate name is of active record in this state;
(b) The domestic corporation is duly incorporated under the law
of this state or the foreign corporation is authorized to transact
business in this state;
(c) All fees payable to the Secretary of State under this chapter
have been paid, if nonpayment affects the existence or authorization
of the domestic or foreign corporation;
(d) An annual report if required by ORS 65.787 has been filed
by the Secretary of State within the preceding 14 months; and
(e) Articles of dissolution or an application for withdrawal
have not been filed by the Secretary of State.
(3) A person may apply to the Secretary of State to issue a certificate
covering any fact of record.
(4) Subject to any qualification stated in the certificate, a
certificate of existence or authorization issued by the Secretary
of State may be relied upon as conclusive evidence that the domestic
or foreign corporation is in existence or is authorized to transact
business in this state. [1989 c.1010 §11]
(Secretary of
State)
65.031 Powers.
The Secretary of State has the power reasonably necessary to
perform the duties required of the Office of the Secretary of
State by this chapter. [1989 c.1010 §13]
(Notice)
65.034 Notice.
(1) Notice may be oral or written unless otherwise specified
for a particular kind of notice.
(2) Notice may be communicated in person, by telephone, telegraph,
teletype or other form of wire or wireless communication, or
by mail or private carrier, including publication in a newsletter
or similar document mailed to a member's or director's address.
If these forms of personal notice are impracticable, notice may
be communicated by a newspaper of general circulation in the
area where the meeting is to be held, or by radio, television
or other form of public broadcast communication.
(3) Written notice by a domestic or foreign corporation to its
member, if in a comprehensible form, is effective when mailed
if it is mailed postpaid and is correctly addressed to the member's
address shown in the corporation's current records of members.
(4) Oral notice is effective when communicated if communicated
in a comprehensible manner.
(5) Except as provided in subsection (3) of this section, personal
written notice, if in a comprehensible form, is effective at
the earliest of the following:
(a) When received;
(b) Five days after its postmark, if mailed by United States
mail correctly addressed and with first class postage affixed;
(c) On the date shown on the return receipt, if sent by registered
or certified mail, return receipt requested, and the receipt
is signed by or on behalf of the addressee;
(d) Thirty days after its deposit in the United States mail if
mailed correctly addressed and with other than first class, registered
or certified postage affixed; or
(e) The date specified by the articles of incorporation or bylaws
with respect to notice to directors.
(6)(a) Written notice is correctly addressed to a member of a
domestic or foreign corporation if addressed to the member's
address shown in the corporation's current list of members.
(b) A written notice or report delivered as part of a newsletter,
magazine or other publication sent to members shall constitute
a written notice or report if addressed or delivered to the member's
address shown in the corporation's current list of members, or
in the case of members who are residents of the same household
and who have the same address in the corporation's current list
of members, if addressed or delivered to one of such members,
at the address appearing on the current list of members.
(c) Written notice is correctly addressed to a domestic or foreign
corporation authorized to transact business in this state, other
than in its capacity as a member, if addressed to its registered
agent or, if none is of record, to its principal office shown
in its most recent annual report or, if none, in the articles
of incorporation or its application for a certificate of authority
to do business.
(7) If ORS 65.214 or any other provision of this chapter prescribes
different notice requirements for particular circumstances, those
requirements govern. If articles or bylaws prescribe different
notice requirements, not less stringent than the provisions of
this section or other provisions of this chapter, those requirements
govern. [1989 c.1010 §15]
(Private Foundations)
65.036 Private
foundations. Except where otherwise determined by a court of
competent jurisdiction, a corporation which is a private foundation
as defined in section 509 of the Internal Revenue Code of 1986
shall:
(1) Distribute such amounts for each taxable year at such time
and in such manner as not to subject the corporation to tax under
section 4942 of the Internal Revenue Code of 1986;
(2) Not engage in any act of self-dealing as defined in section
4941(d) of the Internal Revenue Code of 1986;
(3) Not retain any excess business holdings as defined in section
4943(c) of the Internal Revenue Code of 1986;
(4) Not make any investments in such a manner as to subject the
corporation to taxes on investments which jeopardize charitable
purposes as provided in section 4944 of the Internal Revenue
Code of 1986; and
(5) Not make any taxable expenditures as defined in section 4945(d)
of the Internal Revenue Code of 1986. [1989 c.1010 §16]
(Judicial Relief)
65.038 Judicial
relief. (1) If for any reason it is impractical or impossible
for any corporation to call or conduct a meeting of its members,
delegates or directors, or otherwise obtain their consent in
the manner prescribed by its articles, bylaws or this chapter,
then upon petition of a director, officer, delegate, member or
the Attorney General, the circuit court for the State of Oregon
for the county in which the principal office designated on the
last filed annual report, articles or application for authority
to transact business is located, or if none, within Oregon, Marion
County, may order that such a meeting be called. The court may
also order that a written ballot or other form of obtaining the
vote of members, delegates or directors be authorized, in such
a manner as the court finds fair and equitable under the circumstances.
(2) The court shall, in an order issued pursuant to this section,
provide for a method of notice reasonably designed to give actual
notice to all persons who would be entitled to notice of a meeting
held pursuant to the articles, bylaws and this chapter, whether
or not the method results in actual notice to all such persons
or conforms to the notice requirements that would otherwise apply.
In a proceeding under this section, the court may determine who
are the members or directors.
(3) The order issued pursuant to this section may for good cause
shown dispense with any requirement relating to the holding of
or voting at meetings or obtaining votes, including any requirement
that would otherwise be imposed by the articles, bylaws or this
chapter as to quorum or as to the number or percentage of votes
needed for approval of an act.
(4) Whenever practical, any order issued pursuant to this section
shall limit the subject matter of meetings or other forms of
consent judicially authorized to those items, including amendments
to the articles or bylaws, the resolution of which will or may
enable the corporation to continue managing its affairs without
further resort to this section. An order under this section may
also authorize the obtaining of whatever votes and approvals
are necessary for the dissolution, merger or sale of assets.
(5) Any meeting or other method of obtaining the vote of members,
delegates or directors conducted pursuant to an order issued
under this section, and which complies with all the provisions
of such order, is for all purposes a valid meeting or vote, as
the case may be, and shall have the same force and effect as
if it complied with every requirement imposed by the articles,
bylaws and this chapter. [1989 c.1010 §17]
(Attorney General)
65.040 Notice
to Attorney General; effect of failure to notify. (1) The Attorney
General shall be given notice of the commencement of any proceeding
which ORS 65.038, 65.084, 65.207, 65.327, 65.661 or 65.751 or
any other provision of this chapter authorize the Attorney General
to bring but which has been commenced by another person.
(2) Whenever any provision of this chapter requires that notice
be given to the Attorney General before or after commencing a
proceeding or permits the Attorney General to commence a proceeding:
(a) If no proceeding has been commenced, the Attorney General
may take appropriate action including, but not limited to, seeking
injunctive relief; or
(b) If a proceeding has been commenced by a person other than
the Attorney General, the Attorney General, as of right, may
intervene in such proceeding. [1989 c.1010 §18]
(Religious Corporations)
65.042 Religious
corporations; constitutional protections. If religious doctrine
or practice governing the affairs of a religious corporation
is inconsistent with the provisions of this chapter on the same
subject, the religious doctrine or practice shall control to
the extent required by the Constitution of the United States
or the Constitution of this state, or both. [1989 c.1010 §19]
INCORPORATION
65.044 Incorporators.
One or more individuals 18 years of age or older, a domestic
or foreign corporation, a partnership or an association may act
as incorporators of a corporation by delivering articles of incorporation
to the Secretary of State for filing. [1989 c.1010 §20]
65.047 Articles
of incorporation. (1) The articles of incorporation formed pursuant
to this chapter subsequent to October 3, 1989, shall set forth:
(a) A corporate name for the corporation that satisfies the requirements
of ORS 65.094;
(b) One of the following statements or words of similar import:
(A) This corporation is a public benefit corporation;
(B) This corporation is a mutual benefit corporation; or
(C) This corporation is a religious corporation;
(c) The address, including street and number, of the corporation's
initial registered office and the name of its initial registered
agent at that location;
(d) The name and address of each incorporator;
(e) An alternate corporate mailing address which shall be that
of the principal office, as defined in ORS 65.001, to which notices,
as required by this chapter, may be mailed until the principal
office of the corporation has been designated by the corporation
in its annual report;
(f) Whether or not the corporation will have members as that
term is defined in this chapter; and
(g) Provisions regarding the distribution of assets on dissolution.
(2) The articles of incorporation may set forth:
(a) The names and addresses of the initial directors;
(b) Provisions regarding:
(A) The purpose or purposes for which the corporation is organized;
(B) Managing and regulating the affairs of the corporation;
(C) Defining, limiting and regulating the powers of the corporation,
its board of directors, and members or any class of members;
and
(D) The characteristics, qualifications, rights, limitations
and obligations attaching to each or any class of members;
(c) A provision eliminating or limiting the personal liability
of a director or uncompensated officer to the corporation or
its members for monetary damages for conduct as a director or
officer, provided that no such provision shall eliminate or limit
the liability of a director or officer for any act or omission
occurring prior to the date when such provision becomes effective,
and such provision shall not eliminate or limit the liability
of a director or officer for:
(A) Any breach of the director's or officer's duty of loyalty
to the corporation or its members;
(B) Acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
(C) Any unlawful distribution;
(D) Any transaction from which the director or officer derived
an improper personal benefit; and
(E) Any act or omission in violation of ORS 65.361 to 65.367;
and
(d) Any provision that under this chapter is required or permitted
to be set forth in the bylaws.
(3) The incorporator or incorporators must sign the articles
and before including the name of any individual as a director
shall state that they have obtained the consent of each director
named to serve.
(4) The articles of incorporation need not set forth any of the
corporate powers enumerated in this chapter but may restrict
them in order to meet federal tax code requirements or other
purposes. [1989 c.1010 §21]
65.051 Incorporation.
(1) Unless a delayed effective date is specified, the corporate
existence begins when the articles of incorporation are reviewed,
accepted and filed by the Secretary of State.
(2) The Secretary of State's filing of the articles of incorporation
is conclusive proof that the incorporators satisfied all conditions
precedent to incorporation applicable at the time of incorporation
except as provided in ORS 56.080 or in a proceeding by the state
to cancel or revoke the incorporation or involuntarily dissolve
the corporation. [1989 c.1010 §22]
65.054 Liability
for preincorporation transactions. All persons purporting to
act as or on behalf of a corporation organized or subject to
the authority of this chapter, knowing there was no incorporation
under this chapter at the relevant time, may be held to be jointly
and severally liable for all liabilities created while so acting
if, under the circumstances, it is equitable to do so. [1989
c.1010 §23]
65.057 Organization
of corporation. (1) After incorporation:
(a) If initial directors are named in the articles of incorporation,
the initial directors shall hold an organizational meeting at
the call of a majority of the directors, with notice as provided
in ORS 65.344, to complete the organization of the corporation
by appointing officers, adopting bylaws and carrying on any other
business brought before the meeting.
(b) If initial directors are not named in the articles, the incorporator
or incorporators shall hold an organizational meeting at the
call of a majority of the incorporators with equivalent notice
to that specified in ORS 65.344:
(A) To complete the organization of the corporation and to elect
directors, unless the organization is a corporation sole; or
(B) To elect a board of directors which shall complete the organization
of the corporation.
(2) Action required or permitted by this chapter to be taken
by incorporators or directors at an organizational meeting may
be taken without a meeting if the action taken is evidenced by
one or more written consents describing the action taken and
signed by each incorporator or director, in accordance with the
procedures of ORS 65.341.
(3) An organizational meeting may be held in or out of this state.
[1989 c.1010 §24]
65.061 Bylaws.
(1) The incorporators or board of directors of a corporation,
whichever completes the organization of the corporation at its
organizational meeting, shall adopt initial bylaws for the corporation.
(2) The bylaws may contain any provision for managing and regulating
the affairs of the corporation that is not inconsistent with
law or the articles of incorporation. [1989 c.1010 §25]
65.064 Emergency
bylaws and powers. (1) Unless the articles provide otherwise,
the board of directors of a corporation may adopt, amend or repeal
bylaws to be effective only in an emergency as defined in subsection
(4) of this section. The emergency bylaws, which are subject
to amendment or repeal by the members, may provide special procedures
necessary for managing the corporation during the emergency,
including:
(a) Procedures for calling a meeting of the board of directors;
(b) Quorum requirements for the meeting; and
(c) Designation of additional or substitute directors.
(2) All provisions of the regular bylaws consistent with the
emergency bylaws remain effective during the emergency. The emergency
bylaws are not effective after the emergency ends.
(3) Corporate action taken in good faith in accordance with the
emergency bylaws binds the corporation. A corporate director,
officer, employee or agent shall not be liable for deviation
from normal procedures if the conduct was authorized by emergency
bylaws adopted as provided in this section.
(4) An emergency exists for purposes of this section if a quorum
of the corporation's directors cannot readily be assembled because
of some present or imminent catastrophic event. [1989 c.1010
§26]
65.067 Corporation
sole. (1) Any individual may, in conformity with the constitution,
canons, rules, regulations and disciplines of any church or religious
denomination, form a corporation hereunder to be a corporation
sole. Such corporation shall be a form of religious corporation
and will differ from other such corporations organized hereunder
only in that it shall have no board of directors, need not have
officers and shall be managed by a single director who shall
be the individual constituting the corporation and its incorporator
or the successor of the incorporator.
(2) The name of such corporation shall be the same as the office
within the church or religious denomination held by the incorporator,
and shall be followed by the words "and successors, a corporation
sole."
(3) All of the provisions of ORS 65.044 to 65.067 shall apply
to such corporation. If the corporation has no officers, the
director may perform any act required by or permitted by an officer
in the same manner and with the same effect as though such act
were performed by one or more officers of the corporation. [1989
c.1010 §27]
PURPOSES AND
POWERS
65.074 Purposes.
(1) Every corporation incorporated under this chapter has the
purpose of engaging in any lawful activity unless a more limited
purpose is set forth in the articles of incorporation.
(2) A corporation that is subject to regulation under another
statute of this state may not be incorporated under this chapter
if such organization is required to be organized under such other
statute. [1989 c.1010 §28]
65.077 General
powers. Unless its articles of incorporation provide otherwise,
every corporation has perpetual duration and succession in its
corporate name and has the same powers as an individual to do
all things necessary or convenient to carry out its affairs,
including, without limitation, power to:
(1) Sue and be sued, complain and defend in its corporate name.
(2) Have a corporate seal, which may be altered at will, and
to use it, or a facsimile of it, by impressing or affixing or
reproducing it in any other manner.
(3) Make and amend bylaws not inconsistent with its articles
of incorporation or with the laws of this state, for regulating
and managing the affairs of the corporation.
(4) Purchase, take by gift, devise or bequest, receive, lease
or otherwise acquire, and own, hold, improve, use and otherwise
deal with, real or personal property or any interest in property,
wherever located.
(5) Sell, convey, mortgage, pledge, lease, exchange, transfer
and otherwise dispose of all or any part of its property.
(6) Purchase, receive, subscribe for or otherwise acquire, own,
hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose
of and deal in or with shares or other interests in or obligations
of any other entity.
(7) Make contracts and guarantees, incur liabilities, borrow
money, issue notes, bonds and other obligations, and secure any
of its obligations by mortgage or pledge of any of its property,
franchises or income.
(8) Lend money, invest and reinvest its funds, and receive and
hold real and personal property as security for repayment, except
as limited by ORS 65.364.
(9) Be a promoter, partner, member, associate or manager of any
partnership, joint venture, trust or other entity.
(10) Conduct its activities, locate offices and exercise the
powers granted by this chapter within or without this state.
(11) Elect or appoint directors, officers, employees, and agents
of the corporation, define their duties and fix their compensation,
if any.
(12) Pay pensions and establish pension plans, pension trusts
and other benefit and incentive plans for any or all of its current
or former directors, officers, employees and agents.
(13) Unless otherwise provided in the articles of incorporation,
make donations not inconsistent with law for the public welfare
or for charitable, benevolent, religious, scientific or educational
purposes and for other purposes that further the corporate interest.
(14) Impose dues, assessments, admission and transfer fees upon
its members.
(15) Establish conditions for admission of members, admit members
and issue memberships.
(16) Carry on a business.
(17) Do any other act, not inconsistent with law, that furthers
the activities and affairs of the corporation.
(18) Dissolve, merge or reorganize as provided in this chapter.
[1989 c.1010 §29]
65.081 Emergency
powers. (1) During an emergency defined in subsection (4) of
this section, the board of directors or a corporation may:
(a) Modify lines of succession to accommodate the incapacity
of any director, officer, employee or agent; or
(b) Relocate the principal office, designate alternative principal
offices or regional offices or authorize the officers to do so.
(2) During an emergency defined in subsection (4) of this section,
unless emergency bylaws provide otherwise:
(a) Notice of a meeting of the board of directors need be given
only to those directors whom it is practicable to reach and may
be given in any practicable manner, including by publication
or radio; and
(b) One or more officers of the corporation present at a meeting
of the board of directors may be deemed to be directors for purposes
of the meeting, in order of the officer's rank, and within the
same rank in order of seniority, as necessary to achieve a quorum.
(3) Corporate action taken in good faith under this section to
further the affairs of the corporation during an emergency binds
the corporation. A corporate director, officer, employee or agent
shall not be liable for deviation from normal procedures if the
conduct was authorized by emergency powers provided in this chapter.
(4) An emergency exists for purposes of this section if a quorum
of the corporation's directors cannot readily be assembled because
of some present or imminent catastrophic event. [1989 c.1010
§30]
65.084 Challenge
of corporate authority; remedy. (1) Except as provided in subsection
(2) of this section, the validity of corporate action may not
be challenged on the ground that the corporation lacks or lacked
power to act.
(2) A corporation's power to act may be challenged:
(a) In a proceeding by a member or members, a director or the
Attorney General against the corporation to enjoin the act;
(b) In a proceeding by the corporation, directly, derivatively
or through a receiver, a trustee or other legal representative,
including the Attorney General in the case of a public benefit
corporation, against an incumbent or former director, officer,
employee or agent of the corporation; or
(c) In a proceeding under ORS 65.664.
(3) In a proceeding under subsection (2)(a) of this section to
enjoin an unauthorized corporate act, the court may enjoin or
set aside the act, if equitable and if all affected persons are
parties to the proceeding, and may award damages for loss other
than anticipated profits suffered by the corporation or another
party because of enjoining the unauthorized act. [1989 c.1010
§31]
NAME
65.094 Corporate
name. (1) A corporate name may not contain language stating or
implying that the corporation is organized for a purpose other
than that permitted by ORS 65.074 and the articles of incorporation.
(2) A corporate name shall not contain the word "cooperative"
or the phrase "limited partnership."
(3) A corporate name shall be written in the alphabet used to
write the English language but may include Arabic and Roman numerals
and incidental punctuation.
(4) Except as authorized by subsection (5) of this section, a
corporate name shall be distinguishable upon the records of the
Office of the Secretary of State from any other corporate name,
professional corporate name, business corporate name, cooperative
name, limited partnership name, business trust name, reserved
name, registered corporate name or assumed business name of active
record with the Office of the Secretary of State.
(5) The corporate name need not satisfy the requirement of subsection
(4) of this section if the applicant delivers to the Office of
the Secretary of State a certified copy of a final judgment of
a court of competent jurisdiction that finds that the applicant
has a prior or concurrent right to use the corporate name in
this state.
(6) The provisions of this section do not prohibit a corporation
from transacting business under an assumed business name.
(7) The provisions of this section do not:
(a) Abrogate or limit the law governing unfair competition or
unfair trade practices; or
(b) Derogate from the common law, the principles of equity or
the statutes of this state or of the United States with respect
to the right to acquire and protect trade names. [1989 c.1010
§32]
65.097 Reserved
name. (1) A person may apply to the Office of the Secretary of
State to reserve a corporate name. The application must set forth
the name and address of the applicant and the name proposed to
be reserved.
(2) If the Secretary of State finds that the corporate name applied
for conforms to ORS 65.094, the Secretary of State shall reserve
the name for the applicant for a 120-day period, following which
the applicant may reapply for it on the same basis as other applicants.
(3) A person may transfer the reservation of a corporate name
to another person by delivering to the Office of the Secretary
of State a notice of the transfer executed by the person for
whom the name was reserved and specifying the name and address
of the transferee. [1989 c.1010 §33]
65.101 Registered
name. (1) A foreign corporation may apply to the Office of the
Secretary of State to register its corporate name.
(2) The application must set forth the corporate name, the state
or country of its incorporation, the date of its incorporation,
a brief description of the nature of the activities in which
it is engaged and a statement that it is not carrying on or doing
business in the State of Oregon. The application must be accompanied
by a certificate of existence or a document of similar import
current within 60 days of delivery, duly authenticated by the
official having custody of corporate records in the state or
country under whose law it is incorporated.
(3) If the Secretary of State finds that the name conforms to
ORS 65.094, the Secretary of State shall register the name effective
for one year.
(4) A foreign corporation whose registration is effective may
renew it for successive years by delivering to the Secretary
of State for filing a renewal application which complies with
the requirements of this section prior to the lapse of the previous
registration. Filing of the renewal application renews the registration
for an additional year from its prior expiration.
(5) A foreign corporation whose registration is effective may
thereafter qualify to do business in this state as a foreign
corporation under that name or transfer the registered name to
another applicant for the name by the procedures provided in
ORS 65.097 (3) with respect to reserved names. Filing of such
a consent terminates the prior registration and operates as a
reservation in the name of the transferee, if it does not simultaneously
file under that name. [1989 c.1010 §34]
OFFICE AND AGENT
65.111 Registered
office and registered agent. Each corporation shall continuously
maintain in this state both:
(1) A registered agent, who shall be:
(a) An individual who resides in this state;
(b) A corporation, domestic business corporation, domestic limited
liability company or domestic professional corporation with an
office in this state; or
(c) A foreign corporation, foreign business corporation, foreign
limited liability company or foreign professional corporation
authorized to transact business in this state with an office
in this state; and
(2) A registered office of the corporation, which shall be the
residence or office address of the registered agent. [1989 c.1010
§35; 2001 c.315 §29]
65.114 Change
of registered office or registered agent. (1) A corporation may
change its registered office or registered agent by delivering
to the Office of the Secretary of State for filing a statement
of change that sets forth:
(a) The name of the corporation;
(b) If the current registered office is to be changed, the address,
including the street and number, of the new registered office;
(c) If the current registered agent is to be changed, the name
of the new registered agent and a statement that the new agent
has consented to the appointment; and
(d) A statement that after the change or changes are made, the
street addresses of its registered office and the office or residence
address of its registered agent will be identical.
(2) If the registered agent changes the street address of the
agent's designated office or residence, the registered agent
shall change the street address of the registered office of any
corporation for which the registered agent is the registered
agent by notifying the corporation in writing of the change and
by signing, either manually or in facsimile, and delivering to
the Office of the Secretary of State for filing a statement that
complies with the requirements of subsection (1) of this section
and recites that the corporation has been notified of the change.
(3) The filing by the Secretary of State of a statement submitted
under this section shall terminate the existing registered office
or agent, or both, on the effective date of the filing and establish
the newly appointed registered office or agent, or both, as that
of the corporation. [1989 c.1010 §36]
65.117 Resignation
of registered agent. (1) A registered agent may resign as registered
agent upon delivering a signed statement to the Office of the
Secretary of State and giving notice in the form of a copy of
the statement to the corporation for filing. The statement may
include a statement that the registered office is also discontinued.
(2) Upon delivery of the signed statement, the Secretary of State
shall file the resignation statement. The copy of the statement
given to the corporation under subsection (1) of this section
shall be addressed to the corporation at its principal office
as shown in the most recent annual report filed pursuant to ORS
65.787 or if none, the address specified in the articles of incorporation.
(3) The agency appointment is terminated, and the registered
office discontinued if so provided, on the 31st day after the
date on which the statement was filed by the Secretary of State,
unless the corporation shall sooner appoint a successor registered
agent as provided in ORS 65.114 thereby terminating the capacity
of the prior agent. [1989 c.1010 §37; 1993 c.190 §5]
65.121 Service
on the corporation. The provisions of ORS 60.121 shall apply
to corporations organized under or subject to the provisions
of this chapter. [1989 c.1010 §38; 1991 c.67 §12]
MEMBERS AND MEMBERSHIPS
(Admission of
Members)
65.131 Admission.
(1) The articles or bylaws may establish criteria or procedures
for admission of members.
(2) No person shall be admitted as a member without consent of
the person, express or implied. [1989 c.1010 §39]
65.134 Consideration.
Except as provided in its articles or bylaws, a corporation may
admit members for no consideration or for such consideration
as is determined by the board. [1989 c.1010 §40]
65.137 No requirement
for members. A corporation is not required to have members. A
corporation shall have no members if its articles of incorporation
or bylaws include a statement that "the corporation shall
have no members" or words of similar import. [1989 c.1010
§41]
(Members' Rights
and Obligations)
65.144 Differences
in rights and obligations of members. All members shall have
the same rights and obligations with respect to voting, dissolution,
redemption and transfer, unless the articles or bylaws establish
classes of membership with different rights or obligations. All
members shall have the same rights and obligations with respect
to any other matters, except as set forth in or authorized by
the articles or bylaws. [1989 c.1010 §42]
65.147 Transfers.
(1) Except as provided in ORS 65.231 pertaining to proxies or
as set forth in or authorized by the articles or bylaws, no member
may transfer a membership or any right arising therefrom.
(2) No member of a public benefit or religious corporation may
transfer for value a membership or any right arising therefrom,
unless the transferring member is a public benefit or religious
corporation.
(3) Where transfer rights have been provided, no restriction
on them shall be binding with respect to a member holding a membership
issued prior to the adoption of the restriction unless the restriction
is approved by the members and the affected member. [1989 c.1010
§43]
65.151 Member's
liability to third parties. A member of a corporation is not
personally liable for the acts, debts, liabilities or obligations
of the corporation merely by reason of being a member. [1989
c.1010 §44]
65.154 Member's
liability for dues, assessments and fees. A member may become
liable to the corporation for dues, assessments or fees. An article
or bylaw provision or a resolution adopted by the board authorizing
or imposing dues, assessments or fees does not, of itself, create
liability to pay the obligation, but nonpayment may constitute
grounds for expelling or suspending the member or suspending
or terminating the membership. [1989 c.1010 §45]
65.157 Creditor's
action against member. (1) No proceeding may be brought by a
creditor to reach the liability, if any, of a member to the corporation
arising from membership unless final judgment has been rendered
in favor of the creditor against the corporation and execution
has been returned unsatisfied in whole or in part or unless obtaining
such judgment and execution would be useless.
(2) All creditors of the corporation, with or without reducing
their claims to judgment, may intervene in any creditor's proceeding
brought under subsection (1) of this section to reach and apply
unpaid amounts due the corporation. Any or all members who owe
amounts to the corporation arising from membership may be joined
in such proceeding. [1989 c.1010 §46]
(Resignation
and Termination)
65.164 Resignation.
(1) A member may resign at any time.
(2) The resignation of a member does not relieve the member from
any obligations the member may have to the corporation as a result
of obligations incurred or commitments made prior to resignation.
[1989 c.1010 §47]
65.167 Termination,
expulsion or suspension. (1) No member of a public benefit or
mutual benefit corporation may be expelled or suspended, and
no membership or memberships in such corporations may be terminated
or suspended, except pursuant to a procedure that is fair and
reasonable and is carried out in good faith.
(2) A procedure is fair and reasonable when either:
(a) The articles or bylaws set forth a procedure that provides:
(A) Not less than 15 days' prior written notice of the expulsion,
suspension or termination and the reasons therefor; and
(B) An opportunity for the member to be heard, orally or in writing,
not less than five days before the effective date of the expulsion,
suspension or termination by a person or persons authorized to
decide that the proposed expulsion, termination or suspension
not take place; or
(b) It is fair and reasonable taking into consideration all of
the relevant facts and circumstances.
(3) Any written notice given by mail must be given by first class
or certified mail sent to the last address of the member shown
on the corporation's records.
(4) Any proceeding challenging an expulsion, suspension or termination,
including a proceeding in which defective notice is alleged,
must be commenced within one year after the effective date of
the expulsion, suspension or termination.
(5) A member who has been expelled or suspended, or whose membership
has been suspended or terminated, may be liable to the corporation
for dues, assessments or fees as a result of obligations incurred
by the member prior to expulsion, suspension or termination.
[1989 c.1010 §48; 2005 c.22 §44]
65.171 Acquiring
memberships. (1) A public benefit or religious corporation may
not acquire for value any of its memberships or any right arising
therefrom, unless the member is a public benefit or religious
corporation.
(2) A mutual benefit corporation may acquire the membership of
a member who resigns or whose membership is terminated for the
amount and pursuant to the conditions set forth in or authorized
by its articles or bylaws.
(3) No acquisition of memberships shall be made in violation
of ORS 65.551 or 65.554. [1989 c.1010 §49]
(Derivative Suits)
65.174 Derivative
suits. (1) A proceeding may be brought in the right of a domestic
or foreign corporation to procure a judgment in its favor by:
(a) Any member or members having two percent or more of the voting
power or by 20 members, whichever is less; or
(b) Any director.
(2) In any such proceeding, each member complainant shall have
been a member when the transaction complained of occurred.
(3) A complaint in a proceeding brought in the right of a corporation
must allege with particularity the demand made, if any, to obtain
action by the board of directors and either that the demand was
refused or ignored or why a demand was not made. Whether or not
a demand for action was made, if the corporation commences an
investigation of the charges made in the demand or complaint,
the court may stay any proceeding until the investigation is
completed.
(4) The complainants shall notify the Attorney General within
10 days after commencing any proceeding under this section if
the proceeding involves a public benefit corporation or assets
held in charitable trust by a mutual benefit corporation.
(5) A proceeding commenced under this section may not be discontinued
or settled without the court's approval. If the court determines
that a proposed discontinuance or settlement will substantially
affect the interest of the corporation's members or a class of
members, the court shall direct that notice be given the members
affected. [1989 c.1010 §50]
(Delegates)
65.177 Delegates.
(1) A corporation may provide in its articles or bylaws for delegates
having some or all of the authority of members.
(2) The articles or bylaws may set forth provisions relating
to:
(a) The characteristics, qualifications, rights, limitations
and obligations of delegates including their selection and removal;
(b) Providing notice to and calling, holding and conducting meetings
of delegates; and
(c) Carrying on corporate activities during and between meetings
of delegates. [1989 c.1010 §51]
MEMBERSHIP MEETINGS
AND VOTING
(Meetings and
Action Without Meetings)
65.201 Annual
and regular meetings. (1) A corporation with members shall hold
a membership meeting annually at a time stated in or fixed in
accordance with the bylaws.
(2) A corporation with members may hold regular membership meetings
at the times stated in or fixed in accordance with the bylaws.
(3) Annual and regular membership meetings may be held in or
out of this state at the place stated in or fixed in accordance
with the bylaws. If no place is stated in or fixed in accordance
with the bylaws, annual and regular meetings shall be held at
the corporation's principal office.
(4) At the annual meeting:
(a) The president, and any other officer the board of directors
or the president may designate, shall report on the activities
and financial condition of the corporation; and
(b) The members shall consider and act upon such other matters
as may be raised consistent with the notice requirements of ORS
65.214.
(5) At regular meetings the members shall consider and act upon
such matters as may be raised consistent with the notice requirements
of ORS 65.214.
(6) The failure to hold an annual or regular meeting at a time
stated in or fixed in accordance with a corporation's bylaws
does not affect the validity of any corporate action. [1989 c.1010
§52]
65.204 Special
meeting. (1) A corporation with members shall hold a special
meeting of members:
(a) On call of its board of directors or the person or persons
authorized to do so by the articles of incorporation or bylaws;
or
(b) Except as provided in the articles or bylaws, if the holders
of at least five percent of the voting power of any corporation
sign, date and deliver to the corporation's secretary one or
more written demands for the meeting describing the purpose or
purposes for which it is to be held.
(2) If not otherwise fixed under ORS 65.207 or 65.221, the record
date for members entitled to demand a special meeting is the
date the first member signs the demand.
(3) If a notice for a special meeting demanded under subsection
(1)(b) of this section is not given pursuant to ORS 65.214 within
30 days after the date the written demand or demands are delivered
to the corporation's secretary then, regardless of the requirements
of subsection (4) of this section, a person signing the demand
or demands may set the time and place of the meeting and give
notice pursuant to ORS 65.214.
(4) Special meetings of members may be held in or out of this
state at the place stated in or fixed in accordance with the
bylaws. If no place is stated or fixed in accordance with the
bylaws, special meetings shall be held at the corporation's principal
office.
(5) Only matters within the purpose or purposes described in
the meeting notice required by ORS 65.214 may be conducted at
a special meeting of members. [1989 c.1010 §53]
65.207 Court-ordered
meeting; attorney fees. (1) The circuit court of the county where
a corporation's principal office is located, or, if the principal
office is not in this state, where the registered office of the
corporation is or was last located, may summarily order a meeting
to be held:
(a) On application of any member or other person entitled to
participate in an annual or regular meeting or, in the case of
a public benefit corporation, the Attorney General, if an annual
meeting was not held within the earlier of six months after the
end of the corporation's fiscal year or 15 months after its last
annual meeting;
(b) On application of any member or other person entitled to
participate in a regular meeting or, in the case of a public
benefit corporation, the Attorney General, if a regular meeting
is not held within 40 days after the date it was required to
be held; or
(c) On application of a member who signed a demand for a special
meeting valid under ORS 65.204, a person or persons entitled
to call a special meeting or, in the case of a public benefit
corporation, the Attorney General, if notice of the special meeting
was not given within 30 days after the date the demand was delivered
to the corporation's secretary or the special meeting was not
held in accordance with the notice.
(2) The court may fix the time and place of the meeting, determine
the members entitled to participate in the meeting, specify a
record date for determining members entitled to notice of and
to vote at the meeting, prescribe the form and content of the
meeting notice, fix the quorum required for specific matters
to be considered at the meeting or direct that the votes represented
at the meeting constitute a quorum for action on those matters,
and enter other orders necessary to accomplish the purpose or
purposes of the meeting.
(3)(a) Except as provided in paragraph (b) of this subsection,
the court may award reasonable attorney fees to the prevailing
party in an action under this section.
(b) The court may not award attorney fees to the state or a political
subdivision of the state if the state or political subdivision
prevails in an action under this section.
(4) The request shall be set for hearing at the earliest possible
time and shall take precedence over all matters, except matters
of the same character and hearings on preliminary injunctions
under ORCP 79 B(3). No order shall be issued by the court under
this section without notice to the corporation at least five
days in advance of the time specified for the hearing unless
a different period is fixed by order of the court. [1989 c.1010
§54; 1995 c.696 §14]
65.211 Action
without meeting. (1) Unless the articles of incorporation or
bylaws provide otherwise, action required or permitted by this
chapter to be taken at a members' meeting may be taken without
a meeting if the action is taken by all the members entitled
to vote on the action. The action must be evidenced by one or
more written consents describing the action taken, signed by
all the members entitled to vote on the action, and delivered
to the corporation for inclusion in the minutes or filing with
the corporate records. Action taken under this section is effective
when the last member signs the consent, unless the consent specifies
an earlier or later effective date.
(2) If not otherwise determined under ORS 65.207 or 65.221, the
record date for determining members entitled to take action without
a meeting is the date the first member signs the consent under
subsection (1) of this section.
(3) A consent signed under this section has the effect of a meeting
vote and may be described as such in any document. [1989 c.1010
§55]
65.214 Notice
of meeting. (1) A corporation shall give notice consistent with
its bylaws of meetings of members in a fair and reasonable manner.
The corporation is required to give notice to members entitled
to vote at the meeting and to any other person specified in this
chapter, the articles of incorporation or the bylaws.
(2) Any notice which conforms to the requirements of subsection
(3) of this section is fair and reasonable, but other means of
giving notice may also be fair and reasonable when all the circumstances
are considered, provided, however, that notice of matters referred
to in subsection (3)(b) of this section must be given as provided
in subsection (3) of this section.
(3) Notice is fair and reasonable if:
(a) The corporation notifies its members of the place, date and
time of each annual, regular and special meeting of members no
fewer than seven days, or if notice is mailed by other than first
class or registered mail, no fewer than 30 nor more than 60 days
before the meeting;
(b) Notice of an annual or regular meeting includes a description
of any matter or matters which must be approved by the members
under ORS 65.361, 65.404, 65.414 (1)(a), 65.437, 65.464, 65.487,
65.534 or 65.624; and
(c) Notice of a special meeting includes a description of the
purpose or purposes for which the meeting is called.
(4) Unless the bylaws require otherwise, if an annual, regular
or special meeting of members is adjourned to a different date,
time or place, notice need not be given of the new date, time
or place, if the new date, time or place is announced at the
meeting before adjournment. If a new record date for the adjourned
meeting is or must be fixed under ORS 65.221, however, notice
of the adjourned meeting must be given under this section to
the persons who are members as of the new record date. [1989
c.1010 §56; 1991 c.231 §2]
65.217 Waiver
of notice. (1) A member may at any time waive any notice required
by this chapter, the articles or bylaws. The waiver must be in
writing, be signed by the member entitled to the notice and be
delivered to the corporation for inclusion in the minutes or
filing with the corporate records.
(2) A member's attendance at a meeting waives objection to:
(a) Lack of notice or defective notice of the meeting, unless
the member at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting; and
(b) Consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting
notice, unless the member objects to considering the matter when
it is presented. [1989 c.1010 §57]
65.221 Record
date. (1) The bylaws may fix or provide the manner of fixing
the record date in order to determine the members entitled to
notice of a members' meeting, to demand a special meeting, to
vote or to take any other lawful action. If the bylaws do not
fix or provide for fixing such a record date, the board of directors
may fix a future date as the record date. If no such record date
is fixed, then:
(a) To determine the members entitled to notice of a members'
meeting, the record date shall be the day before the day on which
first notice is mailed or otherwise transmitted to members in
accordance with ORS 65.034, or if notice is waived, the day preceding
the day on which the meeting is held.
(b) To determine the members entitled to demand a special meeting,
the record date shall be as set forth in ORS 65.204 (2).
(c) To determine the members entitled to take action without
a meeting, the record date shall be as set forth in ORS 65.211
(2).
(d) To determine the members entitled to vote at a members' meeting,
the record date shall be the date of the meeting.
(e) To determine the members entitled to exercise any rights
in respect to any other lawful action, the record date shall
be the day on which the board adopts the resolution relating
thereto, or the 60th day prior to the date of such other action,
whichever is later.
(2) A record date fixed under this section may not be more than
70 days before the meeting or action requiring the determination
of members.
(3) A determination of members entitled to notice of or to vote
at a membership meeting is effective for any adjournment of the
meeting unless the board fixes a new record date, which it must
do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
(4) If a court orders a meeting adjourned to a date more than
120 days after the date fixed for the original meeting, it may
provide that the original record date continues in effect or
it may fix a new record date. [1989 c.1010 §58]
65.222 Action
by written ballot. (1) Unless prohibited or limited by the articles
or bylaws, any action which may be taken at any annual, regular
or special meeting of members may be taken without a meeting
if the corporation delivers a written ballot to every member
entitled to vote on the matter.
(2) A written ballot shall:
(a) Set forth each proposed action; and
(b) Provide an opportunity to vote for or against each proposed
action.
(3) Approval by written ballot pursuant to this section shall
be valid only when the number of votes cast by ballot equals
or exceeds any quorum required to be present at a meeting authorizing
the action, and the number of approvals equals or exceeds the
number of votes that would be required to approve the matter
at a meeting at which the total number of votes cast was the
same as the number of votes cast by ballot.
(4) All solicitations for votes by written ballot shall:
(a) Indicate the number of responses needed to meet the quorum
requirements;
(b) State the percentage of approvals necessary to approve each
matter other than election of directors; and
(c) Specify a reasonable time by which a ballot must be received
by the corporation in order to be counted.
(5) Except as otherwise provided in the articles or bylaws, a
written ballot may not be revoked. [1989 c.1010 §59]
(Voting)
65.224 Members'
list for meeting; attorney fees. (1) A corporation shall prepare
an alphabetical list of the names, addresses and membership dates
of all its members. If there are classes of members, the list
must show the address and number of votes each member is entitled
to vote at the meeting. The corporation shall prepare on a current
basis through the time of the membership meeting a list of members,
if any, who are entitled to vote at the meeting, but are not
part of the main list of members.
(2) The list of members must be available for inspection by any
member for the purpose of communication with other members concerning
the meeting, beginning two business days after notice of the
meeting is given for which the list was prepared and continuing
through the meeting, at the corporation's principal office or
at a reasonable place identified in the meeting notice in the
city or other location where the meeting will be held. A member,
the member's agent or the member's attorney is entitled, on written
demand setting forth a proper purpose, to inspect and, subject
to the requirements of ORS 65.774 and 65.782, to copy the list
at a reasonable time and at the member's expense, during the
period it is available for inspection.
(3) The corporation shall make the list of members available
at the meeting, and any member, the member's agent or the member's
attorney is entitled to inspect the list for any proper purpose
at any time during the meeting or any adjournment.
(4) If the corporation refuses to allow a member, the member's
agent or the member's attorney to inspect the list of members
before or at the meeting or copy the list as permitted by subsection
(2) of this section, on application of the member, the circuit
court of the county where the corporation's principal office,
or if the principal office is not in this state, where its registered
office is or was last located, may enter a temporary restraining
order or preliminary injunction pursuant to ORCP 79 ordering
the inspection or copying at the corporation's expense and may
postpone the meeting for which the list was prepared until the
inspection or copying is complete. The court may award reasonable
attorney fees to the prevailing party in an action under this
subsection. The party initiating such a proceeding shall not
be required to post an undertaking pursuant to ORCP 82 A.
(5) Refusal or failure to prepare or make available the membership
list does not affect the validity of action taken at the meeting.
(6) The articles or bylaws of a religious corporation may limit
or abolish the rights of a member under this section to inspect
and copy any corporate record.
(7) The articles of a public benefit corporation organized primarily
for political or social action, including but not limited to
political or social advocacy, education, litigation or a combination
thereof, may limit or abolish the right of a member or the member's
agent or attorney to inspect or copy the membership list if the
corporation provides a reasonable means to mail communications
to the other members through the corporation at the expense of
the member making the request. [1989 c.1010 §60; 1995 c.618
§41; 2005 c.22 §45]
65.227 Voting
entitlement of members. (1) Unless the articles or bylaws provide
otherwise, each member is entitled to one vote on each matter
voted on by the members, including each matter on which a member
is entitled to vote under this chapter or the articles or bylaws.
Except as expressly prohibited in this chapter, the articles
or bylaws may provide for different allocations of votes among
member classes or exclude the members or some or all member classes
from voting on any issue on which they would otherwise be entitled
to vote under this chapter. Persons not retaining a right to
vote on more than one occasion for the election of a director
or directors shall not be deemed members.
(2) Unless the articles or bylaws provide otherwise, if a membership
stands of record in the names of two or more persons, their acts
with respect to voting shall have the following effect:
(a) If only one votes, such act binds all; and
(b) If more than one votes, the vote shall be divided on a pro
rata basis. [1989 c.1010 §61; 1991 c.231 §3]
65.231 Proxies.
(1) Unless the articles or bylaws prohibit or limit proxy voting,
a member may appoint a proxy to vote or otherwise act for the
member by signing an appointment form either personally or by
the member's attorney-in-fact.
(2) An appointment of a proxy is effective when received by the
secretary or other officer or agent authorized to tabulate votes.
An appointment is valid for 11 months unless a different period
is expressly provided in the appointment form.
(3) An appointment of a proxy is revocable by the member.
(4) The death or incapacity of the member appointing a proxy
does not affect the right of the corporation to accept the proxy's
authority unless notice of the death or incapacity is received
by the secretary or other officer or agent authorized to tabulate
votes before the proxy exercises authority under the appointment.
(5) Appointment of a proxy is revoked by the person appointing
the proxy:
(a) Attending any meeting and voting in person; or
(b) Signing and delivering to the secretary or other officer
or agent authorized to tabulate proxy votes either a writing
stating that the appointment of the proxy is revoked or a subsequent
appointment form.
(6) Subject to ORS 65.237 and any express limitation on the proxy's
authority appearing on the face of the appointment form, a corporation
is entitled to accept the proxy's vote or other action as that
of the member making the appointment. [1989 c.1010 §64]
65.234 Adjournment.
Unless otherwise provided in the articles of incorporation or
bylaws, a majority of votes represented at a meeting of members,
whether or not a quorum, may adjourn the meeting from time to
time to a different time and place without further notice to
any member of any adjournment, except as such notice may be required
by ORS 65.214 (4). At the adjourned meeting at which a quorum
is present, any business may be transacted that might have been
transacted at the meeting originally held. [1989 c.1010 §68]
65.237 Corporation's
acceptance of votes. (1) If the name signed on a vote, consent,
waiver or proxy appointment corresponds to the name of a member,
the corporation, if acting in good faith, is entitled to accept
the vote, consent, waiver or proxy appointment and give it effect
as the act of the member.
(2) If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the record name of a member, the corporation
if acting in good faith is nevertheless entitled to accept the
vote, consent, waiver or proxy appointment and give it effect
as the act of the member if:
(a) The member is an entity and the name signed purports to be
that of an officer or agent of the entity;
(b) The name signed purports to be that of an attorney-in-fact
of the member and if the corporation requests, evidence acceptable
to the corporation of the signatory's authority to sign for the
member has been presented with respect to the vote, consent,
waiver or proxy appointment;
(c) Two or more persons hold the membership as cotenants or fiduciaries
and the name signed purports to be the name of at least one of
the coholders and the person signing appears to be acting on
behalf of all the coholders; or
(d) In the case of a mutual benefit corporation:
(A) The name signed purports to be that of an administrator,
executor, guardian or conservator representing the member and,
if the corporation requests, evidence of fiduciary status acceptable
to the corporation has been presented with respect to the vote,
consent, waiver or proxy appointment; or
(B) The name signed purports to be that of a receiver or trustee
in bankruptcy of the member, and, if the corporation requests,
evidence of this status acceptable to the corporation has been
presented with respect to the vote, consent, waiver or proxy
appointment.
(3) The corporation is entitled to reject a vote, consent, waiver
or proxy appointment if the secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or
about the signatory's authority to sign for the member.
(4) The corporation and its officer or agent who accepts or rejects
a vote, consent, waiver or proxy appointment in good faith and
in accordance with the standards of this section are not liable
in damages to the member for the consequences of the acceptance
or rejection.
(5) Corporate action based on the acceptance or rejection of
a vote, consent, waiver or proxy appointment under this section
is valid unless a court of competent jurisdiction determines
otherwise. [1989 c.1010 §67]
65.241 Quorum
requirements. (1) Unless the articles or bylaws provide for a
higher quorum, those votes represented at a meeting of members
shall constitute a quorum.
(2) An amendment to the articles or bylaws to decrease the quorum
for any member action may be approved by the members, or, unless
prohibited by the articles or bylaws, by the board.
(3) An amendment to the articles or bylaws to increase the quorum
required for any member action must be approved by the members.
[1989 c.1010 §62]
65.244 Voting
requirements. (1) Unless this chapter, the articles or the bylaws
require a greater vote or voting by class, if a quorum is present,
the affirmative vote of a majority of the votes represented and
voting is the act of the members.
(2) An amendment to the articles or bylaws to add to, change
or delete the vote required for any member action must be approved
by the members. [1989 c.1010 §63]
65.247 Cumulative
voting for directors. (1) If the articles or bylaws provide for
cumulative voting by members, members may so vote, by multiplying
the number of votes the members are entitled to cast by the number
of directors for whom they are entitled to vote, and cast the
product for a single candidate or distribute the product among
two or more candidates.
(2) Cumulative voting is not authorized at a particular meeting
unless:
(a) The meeting notice or statement accompanying the notice states
that cumulative voting will take place; or
(b) A member gives notice during the meeting and before the vote
is taken of the member's intent to cumulate votes, and if one
member gives this notice all other members participating in the
election are entitled to cumulate their votes without giving
further notice.
(3) A director elected by cumulative voting may be removed by
the members without cause if the requirements of ORS 65.324 are
met unless the votes cast against removal, or not consenting
in writing to such removal, would be sufficient to elect such
director if voted cumulatively at an election at which the same
total number of votes were cast or, if such action is taken by
written ballot, all memberships entitled to vote were voted and
the entire number of directors authorized at the time of the
director's most recent election were then being elected.
(4) Members may not cumulatively vote if the directors and members
are identical. [1989 c.1010 §65]
65.251 Other
methods of electing directors. A corporation may provide in its
articles or bylaws for election of directors by members or delegates:
(1) On the basis of chapter or other organizational unit;
(2) By region or other geographic unit;
(3) By preferential voting; or
(4) By any other reasonable method. [1989 c.1010 §66]
(Voting Agreements)
65.254 Voting
agreements. (1) Two or more members may provide for the manner
in which they will vote by signing an agreement for that purpose.
Such agreements may be valid for a period of up to 10 years.
For public benefit corporations such agreements must have a reasonable
purpose not inconsistent with the corporation's public or charitable
purposes.
(2) A voting agreement created under this section is specifically
enforceable. [1989 c.1010 §69]
DIRECTORS AND
OFFICERS
(Board of Directors)
65.301 Requirement
for and duties of board. (1) Each corporation shall have a board
of directors.
(2) All corporate powers shall be exercised by or under the authority
of, and the affairs of the corporation managed under the direction
of, the board of directors, subject to any limitation set forth
in the articles of incorporation and except as provided in subsection
(3) of this section.
(3) The articles of incorporation may authorize a person or persons,
or the manner of designating a person or persons, authorized
to exercise some or all of the powers which would otherwise be
exercised by a board. To the extent so authorized any such person
or persons shall have the duties and responsibilities of the
directors, and the directors shall be relieved to that extent
from such duties and responsibilities. [1989 c.1010 §70]
65.304 Qualifications
of directors. All directors must be individuals. The articles
of incorporation or bylaws may prescribe other qualifications
for directors. [1989 c.1010 §71]
65.307 Number
of directors. (1) A board of directors must consist of one or
more individuals for a mutual benefit or religious corporation
and three or more individuals for a public benefit corporation,
with the number specified or fixed in accordance with the articles
of incorporation or bylaws.
(2) The articles of incorporation or bylaws may establish a variable
range for the size of the board of directors by fixing a minimum
and maximum number of directors. If a variable range is established,
the number of directors may be fixed or changed periodically,
within the minimum and maximum, by the members or the board of
directors. If the articles of incorporation establish a fixed
or a variable range for the size of the board of directors and
the corporation has members entitled to vote for directors, then
only the members may change the range for the size of the board
or change from a fixed or a variable-range size board. [1989
c.1010 §72]
65.311 Election,
designation and appointment of directors. (1) If the corporation
has members entitled to vote for directors, all the directors,
except the initial directors, shall be elected at the first annual
meeting of members, and at each annual meeting thereafter, unless
the articles or bylaws provide some other time or method of election,
or provide that some of the directors are appointed by some other
person or are designated.
(2) If the corporation does not have members entitled to vote
for directors, all the directors, except the initial directors,
shall be elected, appointed or designated as provided in the
articles or bylaws. If no method of election, appointment or
designation is set forth in the articles or bylaws, the directors,
other than the initial directors, shall be elected by the board.
[1989 c.1010 §73]
65.314 Terms
of directors generally. (1) The articles or bylaws may specify
the terms of directors. Except for designated or appointed directors,
the terms of directors may not exceed five years. In the absence
of any term specified in the articles or bylaws, the term of
each director shall be one year. Directors may be elected for
successive terms.
(2) A decrease in the number of directors or term of office does
not shorten an incumbent director's term.
(3) Except as provided in the articles or bylaws:
(a) The term of a director filling a vacancy in the office of
an elected director expires at the next election of directors;
and
(b) The term of a director filling any other vacancy expires
at the end of the unexpired term which such director is filling.
(4) Despite the expiration of a director's term, the director
continues to serve until the director's successor is elected,
designated or appointed and qualifies, or until there is a decrease
in the number of directors. [1989 c.1010 §74]
65.317 Staggered
terms for directors. The articles or bylaws may provide for staggering
the terms of directors by dividing the total number of directors
into groups. The terms of office of the several groups need not
be uniform. [1989 c.1010 §75]
65.321 Resignation
of directors. (1) A director may resign at any time by delivering
written notice to the board of directors, its presiding officer
or to the president or secretary.
(2) A resignation is effective when the notice is effective under
ORS 65.034 unless the notice specifies a later effective date.
(3) Once delivered, a notice of resignation is irrevocable unless
revocation is permitted by the board of directors. [1989 c.1010
§76]
65.324 Removal
of directors elected by members or directors. (1) The members
may remove one or more directors elected by them with or without
cause unless the articles of incorporation provide that directors
may be removed only for cause.
(2) If a director is elected by a class, chapter or other organizational
unit or by region or other geographic grouping, only the members
of that class, chapter, unit or grouping entitled to vote may
participate in the vote to remove the director.
(3) Except as provided in subsection (9) of this section, a director
may be removed under subsection (1) or (2) of this section only
if the number of votes cast to remove the director would be sufficient
to elect the director at a meeting to elect directors.
(4) If cumulative voting is authorized, a director may not be
removed if the number of votes, or if the director was elected
by a class, chapter, unit or grouping of members, the number
of votes of that class, chapter, unit or grouping, sufficient
to elect the director under cumulative voting is voted against
the director's removal.
(5) An elected director may be removed by the members only at
a meeting called for the purpose of removing the director and
the meeting notice must state that the purpose, or one of the
purposes, of the meeting is removal of the director.
(6) In computing whether a director is protected from removal
under subsections (2) to (4) of this section, it should be assumed
that the votes against removal are cast in an election for the
number of directors of the class to which the director to be
removed belonged on the date of that director's election.
(7) An entire board of directors may be removed under subsections
(1) to (5) of this section.
(8) A director elected by the board of directors may be removed
with or without cause, unless the articles of incorporation or
bylaws provide that directors may be removed only for cause,
by the vote of two-thirds of the directors then in office or
such greater number as is set forth in the articles or bylaws.
However, a director elected by the board to fill the vacancy
of a director elected by the members may be removed by the members,
but not the board.
(9) If at the beginning of a director's term on the board, the
articles or bylaws provide that the director may be removed for
reasons set forth in the articles or bylaws, the board may remove
the director for such reasons. The director may be removed only
if a majority of the directors then in office vote for the removal.
(10) The articles or bylaws of a religious corporation may:
(a) Limit the application of this section; and
(b) Set forth the vote and procedures by which the board or any
person may remove with or without cause a director elected by
the members or the board. [1989 c.1010 §77]
65.327 Removal
of directors by judicial proceeding. (1) The circuit court of
the county where a corporation's principal office is located,
or if the principal office is not in this state where its registered
office was last located, may remove any director of the corporation
from office in a proceeding commenced either by the corporation,
at least 10 percent of the members of any class entitled to vote
for directors, or the Attorney General in the case of a public
benefit corporation if the court finds that:
(a) The director engaged in fraudulent or dishonest conduct,
or gross abuse of authority or discretion, with respect to the
corporation, or the director has violated a duty set forth in
ORS 65.357 to 65.367; and
(b) Removal is in the best interest of the corporation.
(2) The court that removes a director may bar the director from
serving on the board for a period prescribed by the court.
(3) If members or the Attorney General commence a proceeding
under subsection (1) of this section, the corporation shall be
made a party defendant.
(4) A public benefit corporation or its members who commence
a proceeding under subsection (1) of this section shall give
the Attorney General written notice of the proceeding.
(5) The articles or bylaws of a religious corporation may limit
or prohibit the application of this section. [1989 c.1010 §79]
65.331 Removal
of designated or appointed directors. (1) A designated director
may be removed by an amendment to the articles or bylaws deleting
or changing the designation.
(2) If a director is appointed:
(a) Except as otherwise provided in the articles or bylaws, the
director may be removed with or without cause by the person appointing
the director;
(b) The person removing the director shall do so by giving written
notice of the removal to the director and either the presiding
officer of the board or the corporation's president or secretary;
and
(c) A removal is effective when the notice is effective under
ORS 65.034 unless the notice specifies a future effective date.
[1989 c.1010 §78]
65.334 Vacancy
on board. (1) Unless the articles or bylaws provide otherwise,
and except as provided in subsections (2) and (3) of this section,
if a vacancy occurs on a board of directors, including a vacancy
resulting from an increase in the number of directors:
(a) The members entitled to vote for directors, if any, may fill
the vacancy. If the vacant office was held by a director elected
by a class, chapter or other organizational unit or by region
or other geographic grouping, only members of the class, chapter,
unit or grouping are entitled to vote to fill the vacancy if
it is filled by the members;
(b) The board of directors may fill the vacancy; or
(c) If the directors remaining in office constitute fewer than
a quorum of the board of directors, they may fill the vacancy
by the affirmative vote of a majority of all the directors remaining
in office.
(2) Unless the articles or bylaws provide otherwise, if a vacant
office was held by an appointed director, only the person who
appointed the director may fill the vacancy.
(3) If a vacant office was held by a designated director, the
vacancy shall be filled as provided in the articles or bylaws.
In the absence of an applicable article or bylaw provision, the
vacancy may not be filled by the board.
(4) A vacancy that will occur at a specific later date, by reason
of a resignation effective at a later date under ORS 65.321 (2)
or otherwise, may be filled before the vacancy occurs but the
new director may not take office until the vacancy occurs. [1989
c.1010 §80]
65.335 Compensation
of directors. Unless the articles or bylaws provide otherwise,
the board of directors may fix the compensation of directors.
[1989 c.1010 §81]
(Meetings and
Action of Board)
65.337 Regular
and special meetings. (1) If the time and place of a director's
meeting is fixed by the bylaws or is regularly scheduled by the
board of directors, the meeting is a regular meeting. All other
meetings are special meetings.
(2) The board of directors may hold regular or special meetings
in or out of this state.
(3) Unless the articles or bylaws provide otherwise, the board
of directors may permit any or all directors to participate in
a regular or special meeting by, or conduct the meeting through,
use of any means of communication by which either of the following
occurs:
(a) All directors participating may simultaneously hear or read
each other's communications during the meeting; or
(b) All communications during the meeting are immediately transmitted
to each participating director, and each participating director
is able to immediately send messages to all other participating
directors.
(4) If a meeting is conducted through the use of any means described
in subsection (3) of this section:
(a) All participating directors shall be informed that a meeting
is taking place at which official business may be transacted;
and
(b) A director participating in the meeting by this means is
deemed to be present in person at the meeting. [1989 c.1010 §82;
2005 c.161 §1]
65.341 Action
without meeting. (1) As used in this section:
(a) "Electronic" has the meaning given that term in
ORS 84.004.
(b) "Electronic signature" has the meaning given that
term in ORS 84.004.
(c) "Sign" includes an electronic signature.
(d) "Written" includes a communication that is transmitted
or received by electronic means.
(2) Unless the articles or bylaws provide otherwise, action required
or permitted by this chapter to be taken at the board of directors'
meeting may be taken without a meeting if the action is taken
by all members of the board of directors. The action shall be
evidenced by one or more written consents describing the action
taken, signed by each director, and included in the minutes or
filed with the corporate records reflecting the action taken.
(3) Action taken under this section is effective when the last
director signs the consent, unless the consent specifies an earlier
or later effective date.
(4) A consent signed under this section has the effect of a meeting
vote and may be described as such in any document. [1989 c.1010
§83; 2005 c.161 §2]
65.344 Call and
notice of meetings. (1) Unless the articles, bylaws or this chapter
provide otherwise, regular meetings of the board may be held
without notice of the date, time, place or purpose of the meeting.
(2) Unless the articles of incorporation or bylaws provide for
a longer or shorter period, special meetings of the board must
be preceded by at least two days' notice to each director of
the date, time and place of the meeting. Unless this chapter
provides otherwise, the notice need not describe the purposes
of the special meeting unless required by the articles of incorporation
or bylaws.
(3) Unless the articles or bylaws provide otherwise, the presiding
officer of the board, the president or 20 percent of the directors
then in office may call and give notice of a meeting of the board.
[1989 c.1010 §84]
65.347 Waiver
of notice. (1) A director may at any time waive any notice required
by this chapter, the articles of incorporation or bylaws. Except
as provided in subsection (2) of this section, the waiver must
be in writing, must be signed by the director entitled to the
notice, must specify the meeting for which notice is waived and
must be filed with the minutes or the corporate records.
(2) A director's attendance at or participation in a meeting
waives any required notice to the director of the meeting unless
the director, at the beginning of the meeting, or promptly upon
the director's arrival, objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent
to any action taken at the meeting. [1989 c.1010 §85]
65.351 Quorum
and voting. (1) Unless the articles of incorporation or bylaws
require a greater number or a lesser number as authorized under
subsection (2) of this section, a quorum of a board of directors
consists of:
(a) If the corporation has a fixed board size, a majority of
the fixed number of directors; or
(b) If the corporation has a variable-range size board, a majority
of the number of directors prescribed, or if no number is prescribed,
a majority of the number in office immediately before the meeting
begins.
(2) The articles of incorporation or bylaws may authorize a quorum
of a board of directors to consist of no fewer than one-third
of the fixed or prescribed number of directors determined under
subsection (1) of this section.
(3) If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present when the act is taken
is the act of the board of directors unless the articles of incorporation
or bylaws require the vote of a greater number of directors.
A director is considered present regardless of whether the director
votes or abstains from voting.
(4) A director who is present at a meeting of the board of directors
or a committee of the board of directors when corporate action
is taken is deemed to have assented to the action taken unless:
(a) The director objects at the beginning of the meeting, or
promptly upon the director's arrival, to holding the meeting
or transacting the business at the meeting;
(b) The director's dissent or abstention from the action taken
is entered in the minutes of the meeting; or
(c) The director delivers written notice of dissent or abstention
to the presiding officer of the meeting before its adjournment
or to the corporation immediately after adjournment of the meeting.
The right of dissent or abstention is not available to a director
who votes in favor of the action taken. [1989 c.1010 §86;
1991 c.231 §4]
65.354 Committees.
(1) Unless the articles or bylaws provide otherwise, a board
of directors may create one or more committees of the board of
directors which exercise the authority of the board of directors
and appoint members of the board to serve on them or designate
the method of selecting committee members. Each committee shall
consist of two or more directors, who serve at the pleasure of
the board of directors.
(2) The creation of a committee and appointment of directors
to the committee or designation of a method of selecting committee
members must be approved by the greater of:
(a) A majority of all the directors in office when the action
is taken; or
(b) The number of directors required by the articles or bylaws
to take action under ORS 65.351.
(3) ORS 65.337 to 65.351, governing meetings, action without
meetings, notice and waiver of notice, and quorum and voting
requirements of the board of directors, apply to committees and
their members as well.
(4) Except as provided in subsection (5) of this section, to
the extent specified by the board of directors or in the articles
or bylaws, each committee of the board may exercise the authority
of the board of directors.
(5) A committee of the board may not:
(a) Authorize distributions;
(b) Approve or recommend to members dissolution, merger or the
sale, pledge or transfer of all or substantially all of the corporation's
assets;
(c) Elect, appoint or remove directors or fill vacancies on the
board or on any of its committees; or
(d) Adopt, amend or repeal the articles or bylaws.
(6) The creation of, delegation of authority to, or action by
a committee does not alone constitute compliance by a director
with the standards of conduct described in ORS 65.357. [1989
c.1010 §87]
(Standards of
Conduct)
65.357 General
standards for directors. (1) A director shall discharge the duties
of a director, including the director's duties as a member of
a committee:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position
would exercise under similar circumstances; and
(c) In a manner the director reasonably believes to be in the
best interests of the corporation.
(2) In discharging the duties of a director, a director is entitled
to rely on information, opinions, reports or statements, including
financial statements and other financial data, if prepared or
presented by:
(a) One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent
in the matters presented;
(b) Legal counsel, public accountants or other persons as to
matters the director reasonably believes are within the person's
professional or expert competence;
(c) A committee of the board of which the director is not a member,
as to matters within its jurisdiction, if the director reasonably
believes the committee merits confidence; or
(d) In the case of religious corporations, religious authorities
and ministers, priests, rabbis or other persons whose position
or duties in the religious organization the director believes
justify reliance and confidence and whom the director believes
to be reliable and competent in the matters presented.
(3) A director is not acting in good faith if the director has
knowledge concerning the matter in question that makes reliance
otherwise permitted by subsection (2) of this section unwarranted.
(4) A director is not liable to the corporation, any member or
any other person for any action taken or not taken as a director,
if the director acted in compliance with this section. The liability
of a director for monetary damages to the corporation and its
members may be eliminated or limited in the corporation's articles
to the extent provided in ORS 65.047 (2)(c).
(5) A director shall not be deemed to be a trustee with respect
to the corporation or with respect to any property held or administered
by the corporation, including without limit, property that may
be subject to restrictions imposed by the donor or transferor
of such property. [1989 c.1010 §88]
65.361 Director
conflict of interest. (1) A conflict of interest transaction
is a transaction with the corporation in which a director of
the corporation has a direct or indirect interest. A conflict
of interest transaction is not voidable or the basis for imposing
liability on the director if the transaction is fair to the corporation
at the time it was entered into or is approved as provided in
subsection (2) or (3) of this section.
(2) A transaction in which a director of a public benefit or
religious corporation has a conflict of interest may be approved:
(a) By the vote of the board of directors or a committee of the
board of directors if the material facts of the transaction and
the director's interest are disclosed or known to the board of
directors or committee of the board of directors; or
(b) By obtaining approval of the:
(A) Attorney General; or
(B) The circuit court in an action in which the Attorney General
is joined as party.
(3) A transaction in which a director of a mutual benefit corporation
has a conflict of interest may be approved:
(a) In advance by the vote of the board of directors or a committee
of the board of directors if the material facts of the transaction
and the director's interest were disclosed or known to the board
of directors or a committee of the board of directors; or
(b) If the material facts of the transactions and the director's
interest were disclosed or known to the members and they authorized,
approved or ratified the transaction.
(4) For the purposes of this section, a director of the corporation
has an indirect interest in a transaction if:
(a) Another entity in which the director has a material interest
or in which the director is a general partner is a party to the
transaction; or
(b) Another entity of which the director is a director, officer
or trustee is a party to the transaction, and the transaction
is or should be considered by the board of directors of the corporation.
(5) For purposes of subsections (2) and (3) of this section,
a conflict of interest transaction is authorized, approved or
ratified if it receives the affirmative vote of a majority of
the directors on the board of directors or on the committee who
have no direct or indirect interest in the transaction. A transaction
may not be authorized, approved or ratified under this section
by a single director. If a majority of the directors who have
no direct or indirect interest in the transaction votes to authorize,
approve or ratify the transaction, a quorum is present for the
purpose of taking action under this section. The presence of,
or a vote cast by, a director with a direct or indirect interest
in the transaction does not affect the validity of any action
taken under subsection (2)(a) or (3)(a) of this section if the
transaction is otherwise approved as provided in subsection (2)
or (3) of this section.
(6) For purposes of subsection (3)(b) of this section, a conflict
of interest transaction is authorized, approved or ratified by
the members if it receives a majority of the votes entitled to
be counted under this subsection. Votes cast by or voted under
the control of a director who has a direct or indirect interest
in the transaction, and votes cast by or voted under the control
of an entity described in subsection (4) of this section may
be counted in a vote of members to determine whether to authorize,
approve or ratify a conflict of interest transaction under subsection
(3)(b) of this section. A majority of the members, whether or
not present, that are entitled to be counted in a vote on the
transaction under this subsection constitutes a quorum for the
purpose of taking action under this section.
(7) The articles, bylaws or a resolution of the board may impose
additional requirements on conflict of interest transactions.
[1989 c.1010 §89]
65.364 Loans
to or guarantees for directors and officers. (1) Public benefit
and religious corporations may not make a loan, guarantee an
obligation or modify a preexisting loan or guarantee to or for
the benefit of a director or officer of the corporation, except
as stated in this section. Unless prohibited by its articles
or bylaws, a public benefit or religious corporation may make
a loan, guarantee an obligation or modify a preexisting loan
or guarantee to or for the benefit of a director or officer as
part of a recruitment package, for a total period not to exceed
three years, provided that:
(a) Approval of the loan, guarantee or modification is obtained
in the manner provided in ORS 65.361 (2) and (5) for approval
of issues involving director conflicts of interest;
(b) Notice of the loan, guarantee or modification is given to
the members of the corporation in the manner provided in ORS
65.784 for notice of certain acts of indemnification; and
(c) Twenty or more days before the loan, guarantee or modification
is to become binding on the corporation, written notice has been
given to the Attorney General of the proposed recruitment package
for the director or officer, including identification of the
amount and character of all items of compensation and a separate
statement of the amount and terms of any such loan, guarantee
or modification.
(2) A mutual benefit corporation may not lend money to or guarantee
the obligation of a director of the corporation unless:
(a) The particular loan or guarantee is approved by a majority
of the votes of members entitled to vote, excluding the votes
of members under the control of the benefited director; or
(b) The corporation's board of directors determines that the
loan or guarantee benefits the corporation and either approves
the specific loan or guarantee or a general plan authorizing
the loans and guarantees.
(3) The fact that a loan or guarantee is made in violation of
this section does not affect the borrower's liability on the
loan. [1989 c.1010 §90; 1991 c.231 §6]
65.367 Liability
for unlawful distributions. (1) Unless a director complies with
the applicable standards of conduct described in ORS 65.357,
a director who votes for or assents to a distribution made in
violation of this chapter or the articles of incorporation is
personally liable to the corporation for the amount of the distribution
that exceeds what could have been distributed without violating
this chapter.
(2) A director held liable for an unlawful distribution under
subsection (1) of this section is entitled to contribution:
(a) From every other director who voted for or assented to the
distribution without complying with the applicable standards
of conduct described in ORS 65.357; and
(b) From each person who received an unlawful distribution for
the amount of the distribution whether or not the person receiving
the distribution knew it was made in violation of this chapter
or the articles of incorporation. [1989 c.1010 §91]
65.369 Liability
of qualified directors. (1) The civil liability of a qualified
director for the performance or nonperformance of the director's
duties shall be limited to gross negligence or intentional misconduct.
(2) This section does not affect the civil liability of the entity
which a qualified director serves.
(3) For the purposes of this section, "qualified director"
means a person who serves without compensation for personal services
as:
(a) A member of a board or commission of the state or a governmental
subdivision for the purpose of setting policy and controlling
or otherwise overseeing the activities or functional responsibilities
of the board or commission but, notwithstanding ORS 30.265 (2),
the entity is not thereby rendered immune from liability;
(b) An officer, director or member of an executive board for
the purpose of setting policy and controlling or otherwise overseeing
the activities or functional responsibilities of a nonprofit
corporation, unincorporated association or nonprofit cooperative
corporation that has as its primary purpose:
(A) Religion;
(B) Charity;
(C) Benevolence;
(D) Providing goods or services at no charge to the general public;
(E) Education;
(F) Scientific activity;
(G) Medical or hospital services at reduced costs; or
(H) Engaging in activities of the nature specified in section
501 of the Internal Revenue Code of 1986, as amended;
(c) A director for the purpose of setting policy and controlling
or otherwise overseeing the activities or functional responsibilities
of an organization which acts as an advocate for its members
and which has as its members individuals or organizations that
are:
(A) Members of a particular trade or industry; or
(B) Members of the business community of a particular municipality
or area of the state; or
(d) An officer, director or member of an executive board for
the purpose of setting policy and controlling or otherwise overseeing
the activities or functional responsibilities of a nonprofit
corporation, unincorporated association or nonprofit cooperative
corporation composed of owners or lessees of units or interests
in any condominium submitted to the provisions of ORS 100.005
to 100.625, any planned community as defined in ORS 94.550, any
timeshare property as defined in ORS 94.803, any residential
cooperative community or any other residential or commercial
common interest real estate community.
(4) An otherwise qualified director shall not be considered to
be compensated for personal services if the director receives
payment only for actual expenses incurred in attending meetings
or performing a director's duties or receives a stipend which
is paid only to compensate the director for average expenses
incurred over the course of a year. [1989 c.1010 §§92,92a;
1991 c.64 §4; 1991 c.81 §1; 1991 c.231 §5; 1999
c.677 §64]
(Officers)
65.371 Required
officers. (1) A corporation shall have a president, a secretary
and such other officers as are elected or appointed by the board
or by any other person as may be authorized in the articles or
bylaws, provided that the articles of incorporation or bylaws
may designate other titles in lieu of president and secretary.
(2) The bylaws or the board shall delegate to one of the officers
responsibility for preparing minutes of the directors' and members'
meetings and for authenticating records of the corporation.
(3) The same individual may simultaneously hold more than one
office in a corporation. [1989 c.1010 §93; 1991 c.231 §7]
65.374 Duties
and authority of officers. Each officer has the authority and
shall perform the duties set forth in the bylaws or, to the extent
consistent with the bylaws, the duties and authority prescribed
by the board of directors or by direction of an officer authorized
by the board of directors to prescribe the duties of other officers.
[1989 c.1010 §94]
65.377 Standards
of conduct for officers. (1) An officer shall discharge the officer's
duties:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position
would exercise under similar circumstances; and
(c) In a manner the officer reasonably believes to be in the
best interests of the corporation.
(2) In discharging the duties of an officer, an officer is entitled
to rely on information, opinions, reports or statements, including
financial statements and other financial data, if prepared or
presented by:
(a) One or more officers or employees of the corporation whom
the officer reasonably believes to be reliable and competent
in the matters presented;
(b) Legal counsel, public accountants or other persons as to
matters the officer reasonably believes are within the person's
professional or expert competence; or
(c) In the case of religious corporations, religious authorities
and ministers, priests, rabbis or other persons whose position
or duties in the religious organization the officer believes
justify reliance and confidence and whom the officer believes
to be reliable and competent in the matters presented.
(3) An officer is not acting in good faith if the officer has
knowledge concerning the matter in question that makes reliance
otherwise permitted by subsection (2) of this section unwarranted.
(4) An officer is not liable to the corporation, any member or
other person for any action taken or not taken as an officer
if the officer acted in compliance with this section. The liability
of the officer for monetary damages to the corporation and its
members may be eliminated or limited in the corporation's articles
to the extent provided in ORS 65.047 (2)(c). [1989 c.1010 §95]
65.381 Resignation
and removal of officers. (1) An officer may resign at any time
by delivering notice to the corporation. A resignation is effective
when the notice is effective under ORS 65.034 unless the notice
specifies a later effective date. If a resignation is made effective
at a later date and the corporation accepts the later effective
date, its board of directors or any other person as authorized
under the articles or bylaws may fill the pending vacancy before
the effective date if the board or any other person provides
that the successor does not take office until the effective date.
(2) A board of directors or any other person authorized under
the articles or bylaws to elect or appoint an officer may remove
any officer the board or any other person is entitled to elect
or appoint, at any time with or without cause.
(3) Once delivered, a notice of resignation is irrevocable unless
revocation is permitted by the board of directors. [1989 c.1010
§96; 1991 c.231 §8]
65.384 Contract
rights of officers. (1) The appointment of an officer does not
itself create contract rights.
(2) Removal or resignation of an officer does not affect the
contract rights, if any, of the corporation or the officer. [1989
c.1010 §97]
(Indemnification)
65.387 Definitions
for ORS 65.387 to 65.414. As used in ORS 65.387 to 65.414:
(1) "Corporation" includes any domestic or foreign
predecessor entity of a corporation in a merger or other transaction
in which the predecessor's existence ceased upon consummation
of the transaction.
(2) "Director" means an individual who is or was a
director of a corporation or an individual who, while a director
of a corporation, is or was serving at the corporation's request
as a director, officer, partner, trustee, employee, or agent
of another foreign or domestic business or nonprofit corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise. A director is considered to be serving an employee
benefit plan at the corporation's request if the director's duties
to the corporation also impose duties on, or otherwise involve
services by, the director to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless
the context requires otherwise, the estate or personal representative
of a director.
(3) "Expenses" include attorney fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine, including an excise tax assessed with
respect to an employee benefit plan, or reasonable expenses actually
incurred with respect to a proceeding.
(5) "Officer" means an individual who is or was an
officer of a corporation or an individual who, while an officer
of a corporation, is or was serving at the corporation's request
as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. An officer
is considered to be serving an employee benefit plan at the corporation's
request if the officer's duties to the corporation also impose
duties on or include services by the officer to the employee
benefit plan or to participants in or beneficiaries of the plan.
"Officer" includes, unless the context requires otherwise,
the estate or personal representative of an officer.
(6) "Party" includes an individual who was, is or is
threatened to be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative
or investigative and whether formal or informal. [1989 c.1010
§98]
65.391 Authority
to indemnify. (1) Except as provided in subsection (4) of this
section, a corporation may indemnify an individual made a party
to a proceeding because the individual is or was a director against
liability incurred in the proceeding if:
(a) The conduct of the individual was in good faith;
(b) The individual reasonably believed that the individual's
conduct was in the best interests of the corporation, or at least
not opposed to its best interests; and
(c) In the case of any criminal proceeding, the individual had
no reasonable cause to believe the conduct of the individual
was unlawful.
(2) A director's conduct with respect to an employee benefit
plan for a purpose the director reasonably believed to be in
the interests of the participants in and beneficiaries of the
plan is conduct that satisfies the requirements of subsection
(1)(b) of this section.
(3) The termination of a proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent
is not, of itself, determinative that the director did not meet
the standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging improper
personal benefit to the director in which the director was adjudged
liable on the basis that personal benefit was improperly received
by the director.
(5) Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation is limited
to reasonable expenses incurred in connection with the proceeding.
[1989 c.1010 §99]
65.394 Mandatory
indemnification. Unless limited by its articles of incorporation,
a 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 of being a director
of the corporation, against reasonable expenses actually incurred
by the director in connection with the proceeding. [1989 c.1010
§100; 2005 c.22 §46]
65.397 Advance
for expenses. (1) A corporation may pay for or reimburse the
reasonable expenses incurred by a director who is a party to
a proceeding in advance of final disposition of the proceeding
if:
(a) The director furnishes the corporation a written affirmation
of the director's good faith belief that the director has met
the standard of conduct described in ORS 65.391; and
(b) The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the
advance if it is ultimately determined that the director did
not meet the standard of conduct.
(2) The undertaking required by subsection (1)(b) of this section
must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to financial
ability to make repayment.
(3) Any authorization of payments under this section may be made
by provision in the articles of incorporation or bylaws, by a
resolution of the members or board of directors or by contract.
[1989 c.1010 §101]
65.401 Court-ordered
indemnification. Unless the corporation's articles of incorporation
provide otherwise, a director of the corporation who is a party
to a proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction.
On receipt of an application, the court after giving any notice
the court considers necessary may order indemnification in the
amount it considers proper if it determines:
(1) The director is entitled to mandatory indemnification under
ORS 65.394, in which case the court shall also order the corporation
to pay the director's reasonable expenses incurred to obtain
court-ordered indemnification; or
(2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not the
director met the standard of conduct set forth in ORS 65.391
(1) or was adjudged liable as described in ORS 65.391 (4), whether
the liability is based on a judgment, settlement or proposed
settlement or otherwise. [1989 c.1010 §102]
65.404 Determination
and authorization of indemnification. (1) A corporation may not
indemnify a director under ORS 65.391 unless authorized in the
specific case after a determination has been made that indemnification
of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in ORS 65.391.
(2) A determination that indemnification of a director is permissible
shall be made:
(a) By the board of directors by majority vote of a quorum consisting
of directors not at the time parties to the proceeding;
(b) If a quorum cannot be obtained under paragraph (a) of this
subsection, by a majority vote of a committee duly designated
by the board of directors, consisting solely of two or more directors
not at the time parties to the proceeding;
(c) By special legal counsel selected by the board of directors
or its committee in the manner prescribed in paragraph (a) or
(b) of this subsection or, if a quorum of the board cannot be
obtained under paragraph (a) of this subsection and a committee
cannot be designated under paragraph (b) of this subsection,
the special legal counsel shall be selected by majority vote
of the full board of directors including directors who are parties
to the proceeding; or
(d) By the members of a mutual benefit corporation, but directors
who are at the time parties to the proceeding may not vote on
the determination.
(3) Authorization of indemnification and evaluation as to reasonableness
of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination
is made by special legal counsel, authorization of indemnification
and evaluation as to reasonableness of expenses shall be made
by those entitled under subsection (2)(c) of this section to
select counsel.
(4) A director of a public benefit corporation may not be indemnified
until 20 days after the effective date of written notice to the
Attorney General of the proposed indemnification. [1989 c.1010
§103]
65.407 Indemnification
of officers, employees and agents. Unless a corporation's articles
of incorporation provide otherwise:
(1) An officer of the corporation is entitled to mandatory indemnification
under ORS 65.394, and is entitled to apply for court-ordered
indemnification under ORS 65.401 in each case, to the same extent
as a director under ORS 65.394 and 65.401.
(2) The corporation may indemnify and advance expenses under
ORS 65.387 to 65.411 an officer, employee or agent of the corporation
who is not a director to the same extent as to a director. [1989
c.1010 §104]
65.411 Insurance.
A corporation may purchase and maintain insurance on behalf of
an individual against liability asserted against or incurred
by the individual who is or was a director, officer, employee
or agent of the corporation, or who, while a director, officer,
employee or agent of the corporation, is or was serving at the
request of the corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic business or
nonprofit corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise. The corporation may purchase
and maintain the insurance even if the corporation has no power
to indemnify the individual against the same liability under
ORS 65.391 or 65.394. [1989 c.1010 §105]
65.414 Application
of ORS 65.387 to 65.411. (1) The indemnification and provisions
for advancement of expenses provided by ORS 65.387 to 65.411
shall not be deemed exclusive of any other rights to which directors,
officers, employees or agents may be entitled under the corporation's
articles of incorporation or bylaws, any agreement, general or
specific action of its board of directors, vote of members or
otherwise, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such
a person. Specifically and not by way of limitation, a corporation
shall have the power to make or agree to make any further indemnification,
including advancement of expenses, of:
(a) Any director as authorized by the articles of incorporation,
any bylaws approved, adopted or ratified by the members or any
resolution or agreement approved, adopted or ratified, before
or after such indemnification or agreement is made, by the members,
provided that no such indemnification shall indemnify any director
from or on account of acts or omissions for which liability could
not be eliminated under ORS 65.047 (2)(c); and
(b) Any officer, employee or agent who is not a director as authorized
by its articles of incorporation or bylaws, general or specific
action of its board of directors or agreement. Unless the articles
of incorporation, or any such bylaws, agreement or resolution
provide otherwise, any determination as to any further indemnity
under this paragraph shall be made in accordance with ORS 65.404.
(2) If articles of incorporation limit indemnification or advance
of expenses, any indemnification and advance of expenses are
valid only to the extent consistent with the articles of incorporation.
(3) ORS 65.387 to 65.411 do not limit a corporation's power to
pay or reimburse expenses incurred by a director in connection
with the director's appearance as a witness in a proceeding at
a time when the director has not been made a named defendant
or respondent to a proceeding.
(4) A report of indemnification must be made in accordance with
ORS 65.784. [1989 c.1010 §106; 1991 c.231 §9]
AMENDMENT OF
ARTICLES OF INCORPORATION AND BYLAWS
(Amendment of
Articles of Incorporation)
65.431 Authority.
(1) A corporation may amend its articles of incorporation at
any time to add, change or delete any provision if the articles
of incorporation as amended would be permitted under ORS 65.431
to 65.467 as of the effective date of the amendment.
(2) A corporation designated on the records of the Office of
the Secretary of State as a public benefit or religious corporation
may amend or restate its articles of incorporation so that it
becomes designated as a mutual benefit corporation only if notice,
including a copy of the proposed amendment or restatement, has
been delivered to the Attorney General at least 20 days before
consummation of the amendment or restatement. [1989 c.1010 §107]
65.434 Amendment
by directors. (1) Unless the articles provide otherwise, a corporation's
board of directors may adopt one or more amendments to the corporation's
articles without member approval:
(a) To extend the duration of the corporation if it was incorporated
at a time when limited duration was required by law;
(b) To delete the names and addresses of the initial directors
and incorporators;
(c) To delete the name and address of the initial registered
agent or registered office, if a statement of change is on file
with the Office of the Secretary of State;
(d) To delete the mailing address if an annual report has been
filed with the Office of the Secretary of State;
(e) To change the corporate name by adding, changing or deleting
the word "corporation," "incorporated," "company,"
"limited" or the abbreviation "corp.," "inc.,"
"co." or "ltd.," for a similar word or abbreviation
in the name, or by adding, deleting or changing a geographical
attribution to the name;
(f) To include a statement of whether the corporation is a public
benefit, mutual benefit or religious corporation; or
(g) To make any other change expressly permitted by this chapter
to be made by director action.
(2) If a corporation has no members entitled to vote on articles,
its incorporators, until directors have been chosen, and thereafter
its board of directors, may adopt one or more amendments to the
corporation's articles subject to any approval required pursuant
to ORS 65.467. The corporation shall provide notice of any meeting
at which an amendment is to be voted upon. The notice shall be
in accordance with ORS 65.344 (2). The notice must also state
that the purpose, or one of the purposes, of the meeting is to
consider a proposed amendment to the articles and contain or
be accompanied by a copy or summary of the amendment or state
the general nature of the amendment. Unless the articles or bylaws
require a greater vote or the board of directors requires a greater
vote, the amendment must be approved by a majority of the directors
in office at the time the amendment is adopted. Any number of
amendments may be submitted and voted upon at any one meeting.
[1989 c.1010 §108; 1991 c.231 §10]
65.437 Amendment
by board of directors and members. (1) Unless this chapter, the
articles, bylaws, the members, acting pursuant to subsection
(2) of this section, or the board of directors acting pursuant
to subsection (3) of this section, require a greater vote or
voting by class, an amendment to a corporation's articles to
be adopted must be approved:
(a) By the board if the corporation is a public benefit or religious
corporation and the amendment does not relate to the number of
directors, the composition of the board, the term of office of
directors or the method or way in which directors are elected
or selected;
(b) Except as provided in ORS 65.434 (1), by the members entitled
to vote on articles by at least two-thirds of the votes cast
or a majority of the voting power, whichever is less; and
(c) In writing by any person or persons whose approval is required
for an amendment to the articles as authorized by ORS 65.467.
(2) The members entitled to vote on articles may condition the
amendment's adoption on receipt of a higher percentage of affirmative
votes or on any other basis.
(3) If the board initiates an amendment to the articles or board
approval is required by subsection (1) of this section to adopt
an amendment to the articles, the board may condition the amendment's
adoption on receipt of a higher percentage of affirmative votes
or on any other basis. For the amendment to be adopted, the board
of directors shall, except in those cases described in subsection
(1)(a) of this section, adopt a resolution setting forth the
proposed amendment and directing that it be submitted to a vote
at a meeting of members, which may be either an annual or special
meeting.
(4) If the board or the members entitled to vote on articles
seek to have the amendment approved by such members at a membership
meeting, the corporation shall give notice to such members of
the proposed membership meeting in writing in accordance with
ORS 65.214. The notice must state that the purpose, or one of
the purposes, of the meeting is to consider the proposed amendment
and contain or be accompanied by a copy or summary of the amendment.
(5) If the board or the members entitled to vote on articles
seek to have the amendment approved by such members by written
consent or written ballot, the material soliciting the approval
shall contain or be accompanied by a copy or summary of the amendment.
[1989 c.1010 §109]
65.441 Class
voting by members on amendments. (1) In a public benefit corporation
the members of a class entitled to vote on articles are entitled
to vote as a class on a proposed amendment to the articles if
the amendment would affect the rights of that class as to voting
in a manner different than the amendment would affect another
class or members of another class.
(2) In a mutual benefit corporation the members of a class entitled
to vote on articles are entitled to vote as a class on a proposed
amendment to the articles if the amendment would:
(a) Affect the rights, privileges, preferences, restrictions
or conditions of that class as to voting, dissolution, redemption
or transfer of memberships in a manner different than such amendment
would affect another class;
(b) Change the rights, privileges, preferences, restrictions
or conditions of that class as to voting, dissolution, redemption
or transfer by changing the rights, privileges, preferences,
restrictions or conditions of another class;
(c) Increase or decrease the number of memberships authorized
for that class;
(d) Increase the number of memberships authorized for another
class;
(e) Effect an exchange, reclassification or termination of the
memberships of that class; or
(f) Authorize a new class of memberships.
(3) In a religious corporation the members of a class entitled
to vote on articles are entitled to vote as a class on a proposed
amendment to the articles only if a class vote is provided for
in the articles or bylaws.
(4) If a class is to be divided into two or more classes as a
result of an amendment to the articles of a public benefit or
mutual benefit corporation, the amendment must be approved by
the members of each class entitled to vote on articles that would
be created by the amendment.
(5) Except as provided in the articles or bylaws of a religious
corporation, if a class vote is required to approve an amendment
to the articles of a corporation, the amendment must be approved
by the members of the class entitled to vote on articles by two-thirds
of the votes cast by the class or a majority of the voting power
of the class, whichever is less.
(6) A class of members of a public benefit or mutual benefit
corporation is entitled to the voting rights granted by this
section although the articles and bylaws provide that the class
may not vote on the proposed amendment. [1989 c.1010 §110]
65.447 Articles
of amendment. A corporation amending its articles shall deliver
for filing to the Office of the Secretary of State articles of
amendment setting forth:
(1) The name of the corporation.
(2) The text of each amendment adopted.
(3) The date of each amendment's adoption.
(4) If approval of members was not required, a statement to that
effect and a statement that the amendment was approved by a sufficient
vote of the board of directors or incorporators.
(5) If approval by members entitled to vote on articles was required:
(a) The designation and number of members of, and number of votes
entitled to be cast by, each class entitled to vote separately
on the amendment; and
(b) The total number of votes cast for and against the amendment
by each class entitled to vote separately on the amendment.
(6) If approval of the amendment by some person or persons other
than the members entitled to vote on articles, the board or the
incorporators is required pursuant to ORS 65.467, a statement
that the approval was obtained. [1989 c.1010 §111]
65.451 Restated
articles of incorporation. (1) A corporation's board of directors
may restate its articles of incorporation at any time with or
without approval by the members entitled to vote on articles
or any other person.
(2) The restatement may include one or more amendments to the
articles. If the restatement includes an amendment requiring
approval by the members entitled to vote on articles or any other
person, it must be adopted as provided in ORS 65.437.
(3) If the board seeks to have the restatement approved by the
members entitled to vote on articles at a membership meeting,
the corporation shall give written notice to the members entitled
to vote on articles of the proposed membership meeting in accordance
with ORS 65.214. The notice must also state that the purpose,
or one of the purposes, of the meeting is to consider the proposed
restatement and contain or be accompanied by a copy or summary
of the restatement that identifies any amendments or other change
it would make in the articles.
(4) If the board seeks to have the restatement approved by the
members entitled to vote on articles by written ballot or written
consent, the material soliciting the approval shall contain or
be accompanied by a copy or summary of the restatement that identifies
any amendments or other change it would make in the articles.
(5) A restatement requiring approval by the members entitled
to vote on articles must be approved by the same vote as an amendment
to articles under ORS 65.437.
(6) A corporation restating its articles of incorporation shall
deliver to the Office of the Secretary of State for filing articles
of restatement setting forth the name of the corporation and
the text of the restated articles of incorporation together with
a certificate setting forth:
(a) Whether the restatement contains an amendment to the articles
requiring approval by the members entitled to vote on articles
or any other person other than the board of directors and, if
it does not, that the board of directors adopted the restatement,
or if the restatement contains an amendment to the articles requiring
approval by the members entitled to vote on articles, the information
required by ORS 65.447; and
(b) If the restatement contains an amendment to the articles
requiring approval by a person whose approval is required pursuant
to ORS 65.467, a statement that such approval was obtained.
(7) Restated articles of incorporation shall include all statements
required to be included in original articles of incorporation
except that no statement is required to be made with respect
to:
(a) The names and addresses of the incorporators or the initial
or present registered office or agent; or
(b) The mailing address of the corporation if an annual report
has been filed with the Office of the Secretary of State.
(8) Duly adopted restated articles of incorporation supersede
the original articles of incorporation and all amendments to
them.
(9) The Secretary of State may certify restated articles of incorporation,
as the articles of incorporation currently in effect, without
including the certificate information required by subsection
(6) of this section. [1989 c.1010 §112; 2005 c.22 §47]
65.454 Amendment
pursuant to court order. (1) A corporation's articles may be
amended without board approval or approval by the members entitled
to vote on articles, or approval required pursuant to ORS 65.467:
(a) To carry out a plan of reorganization ordered or decreed
by a court of competent jurisdiction under federal statute; or
(b) In a proceeding brought by the Attorney General in the Circuit
Court for Marion County to correct the statement in the articles
of incorporation or the annual report with regard to whether
the corporation is a public benefit or mutual benefit corporation
or, subject to the provisions of ORS 65.042, a religious corporation.
(2) The articles after amendment shall contain only provisions
required or permitted by ORS 65.047.
(3) The individual or individuals designated by the court in
a reorganization proceeding, or the Attorney General in a proceeding
brought by the Attorney General, shall deliver to the Office
of the Secretary of State for filing articles of amendment setting
forth:
(a) The name of the corporation;
(b) The text of each amendment approved by the court;
(c) The date of the court's order or decree approving the articles
of amendment;
(d) The title of the proceeding in which the order or decree
was entered; and
(e) A statement whether the court had jurisdiction of the proceeding
under federal statute or under subsection (1)(b) of this section.
(4) This section does not apply after entry of a final decree
in the reorganization proceeding even though the court retains
jurisdiction of the proceeding for limited purposes unrelated
to consummation of the reorganization plan. [1989 c.1010 §113]
65.457 Effect
of amendment and restatement. An amendment to articles of incorporation
does not affect a cause of action existing against or in favor
of the corporation, a proceeding to which the corporation is
a party, any requirement or limitation imposed upon the corporation
or any property held by it by virtue of any trust upon which
such property is held by the corporation or the existing rights
of persons other than members of the corporation. An amendment
changing a corporation's name does not abate a proceeding brought
by or against the corporation in its former name. [1989 c.1010
§114]
(Amendment of
Bylaws)
65.461 Amendment
by directors. Unless otherwise provided in its articles or bylaws,
a corporation with no members with the power to vote on bylaws
shall amend its bylaws as provided in this section. The corporation's
incorporators, until directors have been chosen, and thereafter
its board of directors may adopt one or more amendments to the
corporation's bylaws subject to any approval required pursuant
to ORS 65.467. The corporation shall provide notice of any meeting
of directors at which an amendment is to be approved. The notice
shall be in accordance with ORS 65.344 (2). The notice must also
state that the purpose, or one of the purposes, of the meeting
is to consider a proposed amendment to the bylaws and contain
or be accompanied by a copy or summary of the amendment or state
the general nature of the amendment. [1989 c.1010 §115]
65.464 Amendment
by directors and members. (1) A corporation's board of directors
may amend or repeal the corporation's bylaws unless:
(a) The articles of incorporation or this chapter reserve this
power exclusively to the members, or to a party authorized under
ORS 65.467, or both, in whole or in part; or
(b) The members entitled to vote on bylaws, in amending or repealing
a particular bylaw, provide expressly that the board of directors
may not amend or repeal that bylaw.
(2) A corporation's members entitled to vote on bylaws, subject
to ORS 65.467, may amend or repeal the corporation's bylaws even
though the bylaws may also be amended or repealed by its board
of directors. [1989 c.1010 §116]
65.467 Approval
by third persons. The articles may require an amendment to the
articles or bylaws to be approved in writing by a specified person
or persons other than the board. Such an article provision may
not be amended without the approval in writing of such person
or persons. [1989 c.1010 §117]
MERGER
65.481 Approval
of plan of merger. (1) Subject to the limitations set forth in
ORS 65.484, one or more nonprofit corporations may merge with
a business or nonprofit corporation, if the plan of merger is
approved as provided in ORS 65.487.
(2) The plan of merger must set forth:
(a) The name of each business or nonprofit corporation planning
to merge and the name of the surviving corporation into which
each other corporation plans to merge;
(b) The terms and conditions of the merger;
(c) The manner and basis, if any, of converting the memberships
of each public benefit or religious corporation into memberships
of the surviving corporation; and
(d) If the merger involves a mutual benefit or business corporation,
the manner and basis, if any, of converting the memberships or
shares of each merging corporation into memberships, obligations,
shares or other securities of the surviving or any other corporation
or into cash or other property in whole or part.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of the surviving
corporation; and
(b) Other provisions relating to the merger. [1989 c.1010 §118]
65.484 Limitations
on mergers by public benefit or religious corporations. (1) Without
the prior written consent of the Attorney General or the prior
approval of the circuit court of the county where the corporation's
principal office is located or, if the principal office is not
in this state, where the registered office of the corporation
is or was last located, in a proceeding in which the Attorney
General has been given written notice, a public benefit or religious
corporation may merge only with:
(a) A public benefit or religious corporation;
(b) A foreign corporation which would qualify under this chapter
as a public benefit or religious corporation;
(c) A wholly owned foreign or domestic business or mutual benefit
corporation, provided the public benefit or religious corporation
is the surviving corporation and continues to be a public benefit
or religious corporation after the merger; or
(d) A foreign or domestic business or mutual benefit corporation,
provided that:
(A) On or prior to the effective date of the merger, assets with
a value equal to the greater of the fair market value of the
net tangible and intangible assets, including goodwill, of the
public benefit or religious corporation or the fair market value
of the public benefit or religious corporation if it were to
be operated as a business concern are transferred or conveyed
to one or more persons who would have received its assets under
ORS 65.637 (1)(e) and (f) had it dissolved;
(B) It shall return, transfer or convey any assets held by it
upon condition requiring return, transfer or conveyance, which
condition occurs by reason of the merger, in accordance with
such condition; and
(C) The merger is approved by a majority of directors of the
public benefit or religious corporation who are not and will
not become members or shareholders in, or officers, employees,
agents or consultants of, the surviving corporation.
(2) Notice, including a copy of the proposed plan of merger,
must be delivered to the Attorney General at least 20 days before
consummation of any merger of a public benefit corporation or
a religious corporation pursuant to subsection (1)(d) of this
section.
(3) Without the prior written consent of the Attorney General
or the prior approval of the court specified in subsection (1)
of this section in a proceeding in which the Attorney General
has been given written notice, no member of a public benefit
or religious corporation may receive or keep anything as a result
of a merger other than a membership in the surviving public benefit
or religious corporation. Where approval or consent is required
by this section, it shall be given if the transaction is consistent
with the purposes of the public benefit or religious corporation
or is otherwise in the public interest. [1989 c.1010 §119]
65.487 Action
on plan by board, members and third persons. (1) Unless this
chapter, the articles, bylaws or the board of directors or members,
acting pursuant to subsection (3) of this section, require a
greater vote or voting by class, adoption of a plan of merger
requires, with respect to each corporation party to the merger,
approval:
(a) By the board;
(b) By the members entitled to vote on the merger, if any, by
at least two-thirds of the votes cast or a majority of the voting
power, whichever is less; and
(c) In writing, by any person or persons whose approval is required
for an amendment to the articles or bylaws by a provision of
the articles, as authorized by ORS 65.467.
(2) If the corporation does not have members entitled to vote
on the merger, the merger must be approved by a majority of the
directors in office at the time the merger is approved. In addition,
the corporation shall provide notice of any directors' meeting
at which such approval is to be obtained in accordance with ORS
65.344 (2). The notice must also state that the purpose, or one
of the purposes, of the meeting is to consider the proposed merger.
(3) The board of directors may condition its submission of the
proposed merger to a vote of members, and the members entitled
to vote on the merger may condition their approval of the merger,
on receipt of a higher percentage of affirmative votes or on
any other basis.
(4) If the board seeks to have the plan approved by the members
at a membership meeting, the corporation shall give notice to
its members of the proposed membership meeting in accordance
with ORS 65.214. The notice must also state that the purpose,
or one of the purposes, of the meeting is to consider the plan
of merger and contain or be accompanied by a copy or summary
of the plan. The copy or summary of the plan for members of the
surviving corporation shall include any provision that, if contained
in a proposed amendment to the articles of incorporation or bylaws,
would entitle members to vote on the provision. The copy or summary
of the plan for members of each disappearing corporation shall
include a copy or summary of the articles and bylaws which will
be in effect immediately after the merger takes effect.
(5) If the board seeks to have the plan approved by the members
by written consent or written ballot, the material soliciting
the approval shall contain or be accompanied by a copy or summary
of the plan. The copy or summary of the plan for members of the
surviving corporation shall include any provision that, if contained
in a proposed amendment to the articles of incorporation or bylaws,
would entitle members to vote on the provision. The copy or summary
of the plan for members of each disappearing corporation shall
include a copy or summary of the articles and bylaws which will
be in effect immediately after the merger takes effect.
(6) Voting by a class of members is required on a plan of merger
if the plan contains a provision that, if contained in a proposed
amendment to the articles of incorporation, would entitle the
class of members to vote as a class on the proposed amendment
under ORS 65.441. The plan is approved by a class of members
by two-thirds of the votes cast by the class or a majority of
the voting power of the class, whichever is less.
(7) After a merger is adopted, and at any time before articles
of merger are filed, the planned merger may be abandoned, subject
to any contractual rights, without further action by members
or other persons who approved the plan, in accordance with the
procedure set forth in the plan of merger or, if none is set
forth, in the manner determined by the board of directors. [1989
c.1010 §120]
65.491 Articles
of merger. (1) After a plan of merger is approved by the board
of directors of each merging corporation and, if required by
ORS 65.487, by the members and any other persons, the surviving
corporation shall deliver to the Office of the Secretary of State
for filing articles of merger setting forth:
(a) The plan of merger.
(b) If approval of members was not required, a statement to that
effect and a statement that the plan was approved by a sufficient
vote of the board of directors of each corporation.
(c) If approval by the members of one or more corporations was
required:
(A) The designation and number of members of, and number of votes
entitled to be cast by, each class entitled to vote separately
on the plan; and
(B) The total number of votes cast for and against the plan by
each class entitled to vote separately on the plan.
(d) If approval of the plan by some person or persons other than
the members or the board is required pursuant to ORS 65.487 (1)(c),
a statement that the approval was obtained.
(2) Unless a delayed effective date is specified, a merger takes
effect when the articles of merger are filed. [1989 c.1010 §121]
65.494 Effect
of merger. When a merger takes effect:
(1) Every other corporation party to the merger merges into the
surviving corporation and the separate existence of every corporation
except the surviving corporation ceases;
(2) The title to all real estate and other property owned by
each corporation party to the merger is vested in the surviving
corporation without reversion or impairment subject to any and
all conditions to which the property was subject prior to the
merger;
(3) The surviving corporation has all liabilities and obligations
of each corporation party to the merger;
(4) A proceeding pending against any corporation party to the
merger may be continued as if the merger did not occur or the
surviving corporation may be substituted in the proceeding for
the corporation whose existence ceased;
(5) The articles of incorporation and bylaws of the surviving
corporation are amended to the extent provided in the plan of
merger; and
(6) The memberships or shares of each nonprofit or business corporation
party to the merger that are to be converted into memberships,
obligations, shares or other securities of the surviving or any
other corporation or into cash or other property are converted
and the former holders of the memberships or shares are entitled
only to the rights provided in the articles of merger. [1989
c.1010 §122]
65.497 Merger
with foreign corporation. (1) Except as provided in ORS 65.484,
one or more foreign business or nonprofit corporations may merge
with one or more domestic nonprofit corporations if:
(a) The merger is permitted by the law of the state or country
under whose law each foreign business or nonprofit corporation
is incorporated and each foreign business or nonprofit corporation
complies with that law in effecting the merger;
(b) The foreign business or nonprofit corporation complies with
ORS 65.491 if it is the surviving corporation of the merger;
and
(c) Each domestic nonprofit corporation complies with the applicable
provisions of ORS 65.481 to 65.487 and, if it is the surviving
corporation of the merger, with ORS 65.491.
(2) Upon the merger taking effect, a surviving foreign business
or nonprofit corporation is deemed to have irrevocably appointed
the Secretary of State as its agent for service of process in
any proceeding brought against it. [1989 c.1010 §123]
65.501 Effect
of merger on bequests, devises and gifts. Any bequest, devise,
gift, grant or promise contained in a will or other instrument
of donation, subscription or conveyance, which is made to a constituent
corporation and which takes effect or remains payable after the
merger, inures to the surviving corporation unless the will or
other instrument otherwise specifically provides. [1989 c.1010
§124]
65.504 Merger
with business corporation. Any domestic business corporation
which is a party to a merger with a nonprofit corporation pursuant
to this chapter shall comply with all applicable requirements
of the Oregon Business Corporation Act relating to mergers except
when inconsistent with this chapter. If a domestic business corporation
is the survivor of a merger with a nonprofit corporation, following
the merger it shall be subject to the Oregon Business Corporation
Act. [1989 c.1010 §125]
SALE OF ASSETS
65.531 Sale of
assets in regular course of activities; mortgage of assets. (1)
A corporation may, on the terms and conditions and for the consideration
determined by the board of directors:
(a) Sell, lease, exchange or otherwise dispose of all or substantially
all of its property in the usual and regular course of its activities;
or
(b) Mortgage, pledge, dedicate to the repayment of indebtedness,
whether with or without recourse, or otherwise encumber any or
all of its property whether or not in the usual and regular course
of its activities.
(2) Unless required by the articles of incorporation, approval
by the members or any other person of a transaction described
in subsection (1) of this section is not required. [1989 c.1010
§126]
65.534 Sale of
assets other than in regular course of activities. (1) A corporation
may sell, lease, exchange or otherwise dispose of all or substantially
all of its property, with or without the goodwill, other than
in the usual and regular course of its activities, on the terms
and conditions and for the consideration determined by the corporation's
board of directors if the proposed transaction is authorized
by subsection (2) of this section.
(2) Unless this chapter, the articles, bylaws or the board of
directors or members, acting pursuant to subsection (4) of this
section, require a greater vote or voting by class, the proposed
transaction to be authorized must be approved:
(a) By the board;
(b) By the members entitled to vote on the transaction by at
least two-thirds of the votes cast or a majority of the voting
power, whichever is less; and
(c) In writing by any person or persons whose approval is required
for an amendment to the articles or bylaws by a provision of
the articles as authorized by ORS 65.467.
(3) If the corporation does not have members entitled to vote
on the transaction, the transaction must be approved by a majority
of the directors in office at the time the transaction is approved.
In addition, the corporation shall provide notice of any directors'
meeting at which such approval is to be obtained in accordance
with ORS 65.344 (2). The notice must also state that the purpose,
or one of the purposes, of the meeting is to consider the sale,
lease, exchange or other disposition of all or substantially
all of the property of the corporation and contain or be accompanied
by a description of the transaction.
(4) The board of directors may condition its submission of the
proposed transaction to a vote of members, and the members entitled
to vote on the transaction may condition their approval of the
transaction, on receipt of a higher percentage of affirmative
votes or on any other basis.
(5) If the board seeks to have the transaction approved by the
members at a membership meeting, the corporation shall give notice
to its members of the proposed membership meeting in accordance
with ORS 65.214. The notice must also state that the purpose,
or one of the purposes, of the meeting is to consider the sale,
lease, exchange or other disposition of all or substantially
all of the property of the corporation and contain or be accompanied
by a description of the transaction.
(6) If the board seeks to have the transaction approved by the
members by written consent or written ballot, the material soliciting
the approval shall contain or be accompanied by a description
of the transaction.
(7) A public benefit or religious corporation must give written
notice to the Attorney General 20 days before it sells, leases,
exchanges or otherwise disposes of all or substantially all of
its property unless the transaction is in the usual and regular
course of its activities or the Attorney General has given the
corporation a written waiver of this notice requirement.
(8) After a sale, lease, exchange or other disposition of property
is authorized, the transaction may be abandoned, subject to any
contractual rights, without further action by the members or
any other person who approved the transaction, in accordance
with the procedure set forth in the resolution proposing the
transaction or, if none is set forth, in the manner determined
by the board of directors. [1989 c.1010 §127; 2005 c.22
§48]
DISTRIBUTIONS
65.551 Prohibited
distributions. Except as authorized by ORS 65.554, a corporation
shall not make any distributions. [1989 c.1010 §128]
65.554 Authorized
distributions. Unless prohibited by its articles or bylaws:
(1) A mutual benefit corporation may purchase its memberships
and, under the circumstances indicated in ORS 65.147 and 65.171,
a public benefit or religious corporation may purchase its memberships,
if after the purchase is completed:
(a) The corporation would be able to pay its debts as they become
due in the usual course of its activities; and
(b) The corporation's total assets would at least equal the sum
of its total liabilities.
(2) A corporation may make distributions upon dissolution in
conformity with ORS 65.621 to 65.674.
(3) A corporation may make distributions to a member which is
a religious or public benefit corporation or a foreign nonprofit
corporation which, if incorporated in this state, would qualify
as a religious or public benefit corporation. [1989 c.1010 §129]
DISSOLUTION
(Voluntary Dissolution)
65.621 Dissolution
by incorporators. (1) A majority of the incorporators of a corporation
that has no members and that does not yet have initial directors
may, subject to any approval required by the articles or bylaws,
dissolve the corporation by delivering articles of dissolution
to the Office of the Secretary of State for filing.
(2) The corporation shall give the incorporators notice equivalent
to that specified in ORS 65.344 (2), of any meeting at which
dissolution will be considered. The notice must also state that
the purpose, or one of the purposes, of the meeting is to consider
dissolution of the corporation.
(3) The incorporators in approving dissolution shall adopt a
plan of dissolution indicating to whom the assets owned or held
by the corporation will be distributed after all creditors have
been paid. [1989 c.1010 §130]
65.624 Dissolution
by directors, members and third persons. (1) Unless this chapter,
the articles, bylaws or the board of directors or members, acting
pursuant to subsection (3) of this section, require a greater
vote or voting by class, dissolution is authorized if it is approved:
(a) By the board;
(b) By the members entitled to vote on dissolution, if any, by
at least two-thirds of the votes cast or a majority of the voting
power, whichever is less; and
(c) In writing, by any person or persons whose approval is required
for an amendment of the articles or bylaws, as authorized by
ORS 65.467, or for dissolution.
(2) If the corporation does not have members entitled to vote
on dissolution, dissolution must be approved by a vote of a majority
of the directors in office at the time the transaction is approved.
In addition, the corporation shall provide notice of any meeting
of the board of directors at which such approval is to be considered
in accordance with ORS 65.344 (2). The notice must also state
that the purpose, or one of the purposes, of the meeting is to
consider dissolution of the corporation and contain or be accompanied
by a copy or summary of the plan of dissolution.
(3) The board may condition its submission of the proposed dissolution
to a vote of members, and the members may condition their approval
of the dissolution on receipt of a higher percentage of affirmative
votes or on any other basis.
(4) If the board seeks to have dissolution approved by the members
at a membership meeting, the corporation shall give all members,
whether or not entitled to vote, notice of the proposed membership
meeting in accordance with ORS 65.214. The notice must also state
that the purpose, or one of the purposes, of the meeting is to
consider dissolving the corporation and contain or be accompanied
by a copy or summary of the plan of dissolution.
(5) If the board seeks to have dissolution approved by the members
by written consent or written ballot, the material soliciting
the approval shall contain or be accompanied by a copy or summary
of the plan of dissolution.
(6) The plan of dissolution shall indicate to whom the assets
owned or held by the corporation will be distributed after all
creditors have been paid. [1989 c.1010 §131; 1991 c.231
§11]
65.627 Notices
to Attorney General. (1) A public benefit or religious corporation
shall give the Attorney General written notice that it intends
to dissolve at or before the time it delivers articles of dissolution
to the Secretary of State. The notice shall include a copy or
summary of the plan of dissolution.
(2) No assets shall be transferred or conveyed by a public benefit
or religious corporation as part of the dissolution process until
20 days after it has given the written notice required by subsection
(1) of this section to the Attorney General or until the Attorney
General has consented in writing, or indicated in writing, that
the Attorney General will take no action in respect to the transfer
or conveyance, whichever is earlier.
(3) When all or substantially all of the assets of a public benefit
corporation have been transferred or conveyed following approval
of dissolution, the board shall deliver to the Attorney General
a list showing those, other than creditors, to whom the assets
were transferred or conveyed. The list shall indicate the addresses
of each person, other than creditors, who received assets and
indicate what assets each received. [1989 c.1010 §132]
65.631 Articles
of dissolution. (1) At any time after dissolution is authorized,
the corporation may dissolve by delivering to the Office of the
Secretary of State for filing, articles of dissolution setting
forth:
(a) The name of the corporation;
(b) The date dissolution was authorized;
(c) A statement that dissolution was approved by a sufficient
vote of the board;
(d) If approval of members was not required, a statement to that
effect and a statement that dissolution was approved by a sufficient
vote of the board of directors or incorporators;
(e) If approval by members entitled to vote was required:
(A) The designation and number of members of, and number of votes
entitled to be cast by, each class entitled to vote separately
on dissolution; and
(B) The total number of votes cast for and against dissolution
by each class entitled to vote separately on dissolution;
(f) If approval of dissolution by some person or persons other
than the members entitled to vote on dissolution, the board or
the incorporators is required pursuant to ORS 65.624 (1)(c),
a statement that the approval was obtained; and
(g) If the corporation is a public benefit or religious corporation,
that the notice to the Attorney General required by ORS 65.627
(1) has been given.
(2) A corporation is dissolved upon the effective date of its
articles of dissolution. [1989 c.1010 §133]
65.634 Revocation
of dissolution. (1) A corporation may revoke its dissolution
within 120 days of its effective date.
(2) Revocation of dissolution must be authorized in the same
manner as the dissolution was authorized unless that authorization
of dissolution permits revocation by action of the board of directors
alone. If the authorization of dissolution permits revocation
by action of the board of directors alone, the board of directors
may revoke the dissolution without action by the members or any
other person.
(3) After the revocation of dissolution is authorized, the corporation
may revoke the dissolution by delivering to the Office of Secretary
of State for filing, articles of revocation of dissolution that
set forth:
(a) The name of the corporation;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was authorized;
(d) If the corporation's board of directors or incorporators
revoked the dissolution, a statement to that effect;
(e) If the corporation's board of directors revoked a dissolution
authorized by the members alone or in conjunction with another
person or persons, a statement that revocation was permitted
by action by the board of directors alone pursuant to that authorization;
and
(f) If member or third-person action was required to revoke the
dissolution, the information required by ORS 65.631 (1)(e) and
(f).
(4) Unless a delayed effective date is specified, revocation
of dissolution is effective when articles of revocation of dissolution
are filed.
(5) When the revocation of dissolution is effective, it relates
back to and takes effect as of the effective date of the dissolution
and the corporation resumes carrying on its activities as if
dissolution had never occurred. [1989 c.1010 §134]
65.637 Effect
of dissolution. (1) A dissolved corporation continues its corporate
existence but may not carry on any activities except those appropriate
to wind up and liquidate its affairs, including:
(a) Preserving and protecting its assets and minimizing its liabilities;
(b) Discharging or making provision for discharging its liabilities
and obligations;
(c) Disposing of its properties that will not be distributed
in kind;
(d) Returning, transferring or conveying assets held by the corporation
upon a condition requiring return, transfer or conveyance, which
condition occurs by reason of the dissolution, in accordance
with such condition;
(e) Transferring, subject to any contractual or legal requirements,
its assets as provided in or authorized by its articles of incorporation
or bylaws;
(f) If the corporation is a public benefit or religious corporation,
and no provision has been made in its articles or bylaws for
distribution of assets on dissolution, transferring, subject
to any contractual or legal requirement, its assets to one or
more persons described in ORS 65.001 (37)(b);
(g) If the corporation is a mutual benefit corporation and no
provision has been made in its articles or bylaws for distribution
of assets on dissolution, transferring, subject to any contractual
or legal requirements, its assets to its members or, if it has
no members, to those persons whom the corporation holds itself
out as benefiting or serving; and
(h) Doing every other act necessary to liquidate its assets and
wind up its affairs.
(2) Dissolution of a corporation does not:
(a) Transfer title to the corporation's property;
(b) Subject its directors or officers to standards of conduct
different from those prescribed in ORS 65.301 to 65.414;
(c) Change quorum or voting requirements for its board or members,
change provisions for selection, resignation or removal of its
directors or officers, or both, or change provisions for amending
its bylaws;
(d) Prevent commencement of a proceeding by or against the corporation
in its corporate name;
(e) Abate or suspend a proceeding pending by or against the corporation
on the effective date of dissolution; or
(f) Terminate the authority of the registered agent of the corporation.
[1989 c.1010 §135; 2001 c.315 §53]
65.641 Known
claims against dissolved corporation. (1) A corporation electing
to dispose of known claims pursuant to this section shall notify
its known claimants in writing of the dissolution at any time
after its effective date. The written notice must:
(a) Describe information that must be included in a claim;
(b) Provide a mailing address where a claim may be sent;
(c) State the deadline, which may not be fewer than 120 days
from the effective date of the written notice, by which the dissolved
corporation must receive the claim; and
(d) State that the claim will be barred if not received by the
deadline.
(2) A claim against the dissolved corporation is barred:
(a) If a claimant who was given written notice under subsection
(1) of this section does not deliver the claim to the dissolved
corporation by the deadline; and
(b) If a claimant whose claim was rejected by the dissolved corporation
does not commence a proceeding to enforce the claim within 90
days from the effective date of the rejection notice.
(3) For purposes of this section, "claim" does not
include a contingent liability or a claim based on an event occurring
after the effective date of dissolution. [1989 c.1010 §136]
65.644 Unknown
claims against dissolved corporation. (1) A dissolved corporation
may publish notice of its dissolution and request that persons
with claims against the corporation present them in accordance
with the notice.
(2) The notice must:
(a) Be published at least one time in a newspaper of general
circulation in the county where the dissolved corporation's principal
office is located, or if the principal office is not in this
state, where its registered office is or was last located;
(b) Describe the information that must be included in a claim
and provide a mailing address where the claim may be sent; and
(c) State that a claim against the corporation will be barred
unless a proceeding to enforce the claim is commenced within
five years after publication of the notice.
(3) If the dissolved corporation publishes a newspaper notice
in accordance with subsection (2) of this section, the claim
of each of the following claimants is barred unless the claimant
commences a proceeding to enforce the claim against the dissolved
corporation within five years after the publication date of the
newspaper notice:
(a) A claimant who did not receive written notice under ORS 65.641;
(b) A claimant whose claim was sent in a timely manner to the
dissolved corporation but not acted on; or
(c) A claimant whose claim is contingent or based on an event
occurring after the effective date of dissolution.
(4) A claim may be enforced under this section:
(a) Against the dissolved corporation, to the extent of its undistributed
assets; or
(b) Against any person, other than a creditor of the corporation,
to whom the corporation distributed its property in liquidation
subject to the following:
(A) If the distributee received a pro rata share of a distribution,
the distributee's liability will not exceed the same pro rata
share of the claim; and
(B) The distributee's total liability for all claims under this
section may not exceed the total amount of assets distributed
to the distributee, less any liability of the corporation paid
on behalf of the corporation by that distributee after the date
of distribution. [1989 c.1010 §137]
(Administrative
Dissolution)
65.647 Grounds
for administrative dissolution. The Secretary of State may commence
a proceeding under ORS 65.651 to administratively dissolve a
corporation if:
(1) The corporation does not pay when due any fees imposed by
this chapter;
(2) The corporation does not deliver its annual report to the
Secretary of State when due;
(3) The corporation is without a registered agent or registered
office in this state;
(4) The corporation does not notify the Secretary of State that
its registered agent or registered office has been changed, that
its registered agent has resigned, or that its registered office
has been discontinued; or
(5) The corporation's period of duration, if any, stated in its
articles of incorporation expires. [1989 c.1010 §138]
65.651 Procedure
for and effect of administrative dissolution. (1) If the Secretary
of State determines that one or more grounds exist under ORS
65.647 for dissolving a corporation, the Secretary of State shall
give the corporation written notice of that determination.
(2) If the corporation does not correct each ground for dissolution
or demonstrate to the reasonable satisfaction of the Secretary
of State, within 45 days after notice is given that each ground
determined by the Secretary of State does not exist, the Secretary
of State shall administratively dissolve the corporation, and
in the case of a public benefit corporation shall notify the
Attorney General in writing.
(3) A corporation administratively dissolved continues its corporate
existence but may not carry on any activities except those necessary
to wind up and liquidate its affairs under ORS 65.637 and notify
its claimants under ORS 65.641 and 65.644.
(4) The administrative dissolution of a corporation does not
terminate the authority of its registered agent. [1989 c.1010
§139; 1993 c.190 §6]
65.654 Reinstatement
following administrative dissolution. (1) A corporation administratively
dissolved under ORS 65.651 may apply to the Secretary of State
for reinstatement within five years from the date of dissolution.
The application must:
(a) State the name of the corporation and the effective date
of its administrative dissolution; and
(b) State that the ground or grounds for dissolution either did
not exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this section,
that the information is correct, and that the corporation's name
satisfies the requirements of ORS 65.094, the Secretary of State
shall reinstate the corporation.
(3) When reinstatement is effective, it relates back to and takes
effect as of the effective date of the administrative dissolution
and the corporation resumes carrying on its activities as if
the administrative dissolution had never occurred. [1989 c.1010
§140; 1995 c.215 §14]
65.657 Appeal
from denial of reinstatement. (1) If the Secretary of State denies
a corporation's application for reinstatement following administrative
dissolution, the Secretary of State shall give written notice
to the corporation that explains the reason or reasons for denial.
(2) Such denial of reinstatement shall be reviewable pursuant
to ORS 183.484 and shall not constitute a contested case order.
[1989 c.1010 §141]
(Judicial Dissolution)
65.661 Grounds
for judicial dissolution. (1) The circuit courts may dissolve
a corporation:
(a) In a proceeding by the Attorney General if it is established
that:
(A) The corporation obtained its articles of incorporation through
fraud;
(B) The corporation has exceeded or abused the authority conferred
upon it by law;
(C) The corporation has fraudulently solicited money or has fraudulently
used the money solicited;
(D) The corporation is a public benefit corporation and the corporate
assets are being misapplied or wasted; or
(E) The corporation is a public benefit corporation and is no
longer able to carry out its purposes;
(b) Except as provided in the articles or bylaws of a religious
corporation, in a proceeding by 50 members or members holding
five percent or more of the voting power, whichever is less,
or by a director or any person specified in the articles, if
it is established that:
(A) The directors are deadlocked in the management of the corporate
affairs, and the members, if any, are unable to break the deadlock;
(B) The directors or those in control of the corporation have
acted, are acting or will act in a manner that is illegal, oppressive
of fraudulent;
(C) The members are deadlocked in voting power and have failed,
for a period that includes at least two consecutive annual meeting
dates, to elect successors to directors whose terms have expired;
(D) The corporate assets are being misapplied or wasted; or
(E) The corporation is a public benefit or religious corporation
and is no longer able to carry out its purposes;
(c) In a proceeding by a creditor if it is established that:
(A) The creditor's claim has been reduced to judgment, the execution
on the judgment has been returned unsatisfied and the corporation
is insolvent; or
(B) The corporation has admitted in writing that the creditor's
claim is due and owing and the corporation is insolvent; or
(d) In a proceeding by the corporation to have its voluntary
dissolution continued under court supervision.
(2) Prior to dissolving a corporation, the court shall consider
whether:
(a) There are reasonable alternatives to dissolution;
(b) Dissolution is in the public interest, if the corporation
is a public benefit corporation; or
(c) Dissolution is the best way of protecting the interests of
members, if the corporation is a mutual benefit corporation.
[1989 c.1010 §142]
65.664 Procedure
for judicial dissolution. (1) Venue for a proceeding by the Attorney
General to dissolve a corporation lies in Marion County. Venue
for a proceeding brought by any other party named in ORS 65.661
lies in the county where a corporation's principal office is
located or, if the principal office is not in this state, where
its registered office is or was last located.
(2) It is not necessary to make directors or members parties
to a proceeding to dissolve a corporation unless relief is sought
against them individually.
(3) A court in a proceeding brought to dissolve a corporation
may issue injunctions, appoint a receiver or custodian pendente
lite with all powers and duties the court directs, take other
action required to preserve the corporate assets wherever located,
and carry on the activities of the corporation until a full hearing
can be held.
(4) A person other than the Attorney General who brings an involuntary
dissolution proceeding for a public benefit or religious corporation
shall forthwith give written notice of the proceeding to the
Attorney General who may intervene. [1989 c.1010 §143]
65.667 Receivership
or custodianship. (1) A court in a judicial proceeding brought
to dissolve a public benefit or mutual benefit corporation may
appoint one or more receivers to wind up and liquidate the affairs
of the corporation, or one or more custodians to manage the affairs
of the corporation. The court shall hold a hearing, after notifying
all parties to the proceeding and any interested persons designated
by the court, before appointing a receiver or custodian. The
court appointing a receiver or custodian has exclusive jurisdiction
over the corporation and all its property wherever located.
(2) The court may appoint an individual or a domestic or foreign
business or nonprofit corporation, authorized to transact business
in this state, as a receiver or custodian. The court may require
the receiver or custodian to post bond, with or without sureties,
in an amount the court directs.
(3) The court shall describe the powers and duties of the receiver
or custodian in its appointing order, which may be amended periodically.
Among other powers:
(a) The receiver:
(A) May dispose of all or any part of the assets of the corporation
wherever located, at a public or private sale, if authorized
by the court, provided, however, that the receiver's power to
dispose of the assets of the corporation is subject to any trust
and other restrictions that would be applicable to the corporation;
and
(B) May sue and defend in the receiver's own name as receiver
of the corporation in all courts of this state.
(b) The custodian may exercise all of the powers of the corporation,
through or in place of its board of directors or officers, to
the extent necessary to manage the affairs of the corporation
in the best interests of its members and creditors.
(4) The court during a receivership may redesignate the receiver
a custodian, and during a custodianship may redesignate the custodian
a receiver, if doing so is in the best interest of the corporation,
its members and creditors.
(5) The court periodically during the receivership or custodianship
may order compensation paid and expense disbursements or reimbursements
made to the receiver or custodian and the receiver's or custodian's
attorney from the assets of the corporation or proceeds from
the sale of the assets. [1989 c.1010 §144]
65.671 Judgment
of dissolution. (1) If after a hearing the court determines that
one or more grounds for judicial dissolution described in ORS
65.661 exist, it may enter a judgment dissolving the corporation
and specifying the effective date of the dissolution. The clerk
of the court shall deliver a certified copy of the judgment to
the Office of the Secretary of State for filing.
(2) After entering the judgment of dissolution, the court shall
direct the winding up and liquidation of the corporation's affairs
in accordance with ORS 65.637 and the notification of claimants
in accordance with ORS 65.641 and 65.644. [1989 c.1010 §145;
2003 c.576 §329]
(Disposition
of Assets)
65.674 Deposit
with Department of State Lands. Assets of a dissolved corporation
which should be transferred to a creditor, claimant or member
of the corporation who cannot be found or who is not competent
to receive them shall be reduced to cash unless they are subject
to known trust restrictions and deposited with the Department
of State Lands for safekeeping. However, in the discretion of
the Director of the Department of State Lands, property of unusual
historic or aesthetic interest may be received and held in kind.
The receiver or other liquidating agent shall prepare in duplicate
and under oath a statement containing the names and last-known
addresses of the persons entitled to such funds. One of the statements
shall be filed with the Department of State Lands and another
shall be delivered to the Secretary of State for filing. The
funds shall then escheat to and become the property of the State
of Oregon and shall become part of the Common School Fund of
the state. The owner, heirs or personal representatives of the
owner, may reclaim any funds so deposited in the manner provided
for estates which have escheated to the state. [1989 c.1010 §146]
FOREIGN CORPORATIONS
(Authority to
Transact Business)
65.701 Authority
to transact business required. (1) A foreign corporation may
not transact business in this state until it has been authorized
to do so by the Secretary of State.
(2) The following activities, among others, do not constitute
transacting business within the meaning of subsection (1) of
this section:
(a) Maintaining, defending or settling any proceeding.
(b) Holding meetings of the board of directors or members or
carrying on other activities concerning internal corporate affairs.
(c) Maintaining bank accounts.
(d) Maintaining offices or agencies for the transfer, exchange
and registration of the corporation's own memberships or securities
or maintaining trustees or depositaries with respect to those
securities.
(e) Selling through independent contractors.
(f) Soliciting or obtaining orders, whether by mail or through
employees or agents or otherwise, if the orders require acceptance
outside this state before they become contracts.
(g) Creating or acquiring indebtedness, mortgages and security
interests in real or personal property.
(h) Securing or collecting debts or enforcing mortgages and security
interests in property securing the debts.
(i) Owning, without more, real or personal property.
(j) Conducting an isolated transaction that is completed within
30 days and that is not one in the course of repeated transactions
of a like nature.
(k) Transacting business in interstate commerce.
(L) Soliciting funds.
(3) The list of activities in subsection (2) of this section
is not exhaustive. [1989 c.1010 §147]
65.704 Consequences
of transacting business without authority. (1) A foreign corporation
transacting business in this state without authorization from
the Secretary of State may not maintain a proceeding in any court
in this state until it obtains authorization from the Secretary
of State to transact business in this state.
(2) The successor to or assignee of a foreign corporation that
transacted business in this state without authority to do so
may not maintain a proceeding on its cause of action in any court
in this state until the foreign corporation or its successor
obtains authorization from the Secretary of State to transact
business in this state.
(3) A court may stay a proceeding commenced by a foreign corporation,
its successor or assignee until it determines whether the foreign
corporation or its successor requires authorization from the
Secretary of State to transact business in this state. If it
so determines, the court may further stay the proceeding until
the foreign corporation or its successor obtains the authorization.
(4) A foreign corporation that transacts business in this state
without authority shall be liable to this state for the years
or parts thereof during which it transacted business in this
state without authority in an amount equal to all fees that would
have been imposed by this chapter upon such corporation had it
duly applied for and received authority to transact business
in this state as required by this chapter and thereafter filed
all reports required by this chapter.
(5) Notwithstanding subsections (1) and (2) of this section,
the failure of a foreign corporation to obtain authority to transact
business in this state does not impair the validity of its corporate
acts or prevent it from defending any proceeding in this state.
[1989 c.1010 §148]
65.707 Application
for authority to transact business. (1) A foreign corporation
may apply for authority to transact business in this state by
delivering an application to the Office of the Secretary of State
for filing. The application must set forth:
(a) The name of the foreign corporation or, if its name is unavailable
for use in this state, a corporate name that satisfies the requirements
of ORS 65.717;
(b) The name of the state or country under whose law it is incorporated;
(c) The date of incorporation and period of duration if not perpetual;
(d) The address including street and number and mailing address,
of its principal office;
(e) The address, including street and number, of its registered
office in this state and the name of its registered agent at
that office;
(f) The names and respective addresses of the president and secretary
of the foreign corporation;
(g) Whether the foreign corporation has members; and
(h) Whether the corporation, if it had been incorporated in this
state, would be a public benefit, mutual benefit or religious
corporation.
(2) The foreign corporation shall deliver with the completed
application a certificate of existence or a document of similar
import, current within 60 days of delivery and authenticated
by the official having custody of corporate records in the state
or country under whose law it is incorporated.
(3) A foreign corporation shall not be denied authority to transact
business in this state by reason of the fact that the laws of
the state or country under which the corporation is organized
governing its organization and internal affairs differ from the
laws of this state. [1989 c.1010 §149]
65.711 Amendment
to application for authority. (1) A foreign corporation authorized
to transact business in this state shall deliver an amendment
to the application for authority to transact business in this
state to the Office of the Secretary of State for filing if it
changes:
(a) Its corporate name as shown on the records of the office;
(b) The period of its duration; or
(c) Its designation under ORS 65.707 as a public benefit, mutual
benefit or religious corporation.
(2) The amendment to the application for authority to transact
business in this state shall set forth the corporate name shown
on the records of the office and the new corporate name, the
new period of duration or the new designation as public benefit,
mutual benefit or religious corporation. The corporate name as
changed must satisfy the requirements of ORS 65.717. [1989 c.1010
§150; 1993 c.190 §7]
65.714 Effect
of authority. (1) A foreign corporation authorized to transact
business in this state has the same but no greater rights and
enjoys the same but no greater privileges as, and except as otherwise
provided by this chapter is subject to the same duties, restrictions,
penalties and liabilities now or later imposed on, a domestic
corporation of like character.
(2) The filing by the Secretary of State of an application or
amendment to the application for authority to transact business
shall constitute authorization to transact business in this state,
subject to the right of the Secretary of State to revoke the
authorization.
(3) This chapter does not authorize this state to regulate the
organization or internal affairs of a foreign corporation authorized
to transact business in this state. [1989 c.1010 §151; 2005
c.22 §49]
65.717 Corporate
name of foreign corporation. (1) Except as provided in subsection
(2) of this section, the Secretary of State shall not authorize
a foreign corporation to transact business in this state unless
the corporate name of the corporation satisfies the requirements
of ORS 65.094.
(2) If a corporate name, professional corporate name, business
corporate name, cooperative name, limited partnership name, business
trust name, reserved name, registered corporate name or assumed
business name of active record with the office is not distinguishable
on the records of the office from the corporate name of the applicant
foreign corporation, the Secretary of State shall not authorize
the applicant to transact business in this state unless the foreign
corporation states the corporate name on the application for
authority to transact business in this state under ORS 65.707
as "(name under which incorporated), a corporation of (place
of incorporation)," the entirety of which shall be the real
and true name of the corporation under ORS chapter 648.
(3) If a foreign corporation authorized to transact business
in this state changes its corporate name to one that does not
satisfy the requirements of ORS 65.094, it shall not transact
business in this state under the changed name until it adopts
a name satisfying the requirements of ORS 65.094 and delivers
to the Office of the Secretary of State for filing an amendment
to the application for authority under ORS 65.711. [1989 c.1010
§152]
65.721 Registered
office and registered agent of foreign corporation. Each foreign
corporation authorized to transact business in this state shall
continuously maintain in this state both:
(1) A registered agent, who shall be:
(a) An individual who resides in this state;
(b) A corporation, domestic business corporation, domestic limited
liability company or domestic professional corporation with an
office in this state; or
(c) A foreign nonprofit corporation, foreign business corporation,
foreign limited liability company or foreign professional corporation
authorized to transact business in this state with an office
in this state; and
(2) A registered office of the foreign corporation, which shall
be the address, including street and number, of the residence
or office of the registered agent. [1989 c.1010 §153; 2001
c.315 §30]
65.724 Change
of registered office or registered agent of foreign corporation.
(1) A foreign corporation authorized to transact business in
this state may change its registered office or registered agent
by delivering to the Office of the Secretary of State for filing
a statement of change that sets forth:
(a) The name of the foreign corporation;
(b) If the current registered office is to be changed, the address,
including the street and number, of the new registered office;
(c) If the current registered agent is to be changed, the name
of the new registered agent and a statement that the new agent
has consented to the appointment; and
(d) A statement that after the change or changes are made, the
street addresses of its registered office and the office or residence
address of its registered agent will be identical.
(2) If the registered agent changes the street address of the
agent's office or residence, the registered agent shall change
the street address of the registered office of any foreign corporation
for which the agent is the registered agent by notifying the
corporation in writing of the change and signing, either manually
or in facsimile, and delivering to the Office of the Secretary
of State for filing a statement of change that complies with
the requirements of subsection (1) of this section and recites
that the corporation has been notified of the change.
(3) The filing of the statement under this section by the Office
of the Secretary of State shall terminate the existing registered
office or agent, or both, on the effective date of the filing
by the Office of the Secretary of State and establish the newly
appointed registered office or agent, or both, as that of the
foreign corporation. [1989 c.1010 §154]
65.727 Resignation
of registered agent of foreign corporation. (1) The registered
agent of a foreign corporation may resign as agent by delivering
a signed statement of resignation to the Office of the Secretary
of State and giving notice in the form of a copy of the statement
to the foreign corporation for filing. The statement of resignation
may include a statement that the registered office is also discontinued.
(2) Upon receipt of the signed statement in proper form, the
Secretary of State shall file the resignation statement. The
copy of the statement given to the foreign corporation under
subsection (1) of this section shall be addressed to the foreign
corporation at the foreign corporation's mailing address or the
foreign corporation's principal office as shown on the records
of the Office of the Secretary of State.
(3) The agency appointment is terminated, and the registered
office discontinued if so provided in the signed statement under
subsection (1) of this section on the 31st day after the date
on which the statement was filed by the Office of the Secretary
of State unless the foreign corporation sooner appoints a successor
registered agent as provided in ORS 65.724, thereby terminating
the capacity of the prior agent. [1989 c.1010 §155; 1993
c.190 §8]
65.731 Service
on foreign corporation. The provisions of ORS 60.731, relating
to service on foreign corporations, shall apply to foreign nonprofit
corporations, except that for the purpose of this section the
reference therein to "this chapter" means ORS chapter
65. [1989 c.1010 §156]
(Withdrawal)
65.734 Withdrawal
of foreign corporation. (1) A foreign corporation authorized
to transact business in this state may apply to the Office of
the Secretary of State to withdraw from this state. The application
shall set forth:
(a) The name of the foreign corporation and the name of the state
or country under whose law it is incorporated;
(b) That it is not transacting business in this state and that
it surrenders its authority to transact business in this state;
(c) That it revokes the authority of its registered agent to
accept service on its behalf and appoints the Secretary of State
as its agent for service of process in any proceeding based on
a cause of action arising during the time it was authorized to
transact business in this state;
(d) A mailing address to which the person initiating any proceedings
may mail to the foreign corporation a copy of any process served
on the Secretary of State under paragraph (c) of this subsection;
and
(e) A commitment to notify the Secretary of State for a period
of five years from the date of withdrawal of any change in the
mailing address.
(2) Upon filing by the Office of the Secretary of State of the
application to withdraw, the authority of the foreign corporation
to transact business in this state shall cease. [1989 c.1010
§157]
(Administrative
Revocation of Authority)
65.737 Grounds
for administrative revocation. The Secretary of State may commence
a proceeding under ORS 65.741 to revoke the authority of a foreign
corporation to transact business in this state if:
(1) The foreign corporation does not deliver its annual report
to the Secretary of State within the time prescribed by this
chapter;
(2) The foreign corporation does not pay within the time prescribed
by this chapter any fees imposed by this chapter;
(3) The foreign corporation has failed to appoint or maintain
a registered agent or registered office in this state as prescribed
by this chapter;
(4) The foreign corporation does not inform the Secretary of
State under ORS 65.724 or 65.727 that its registered agent or
registered office has changed, that its registered agent has
resigned, or that its registered office has been discontinued;
or
(5) The Secretary of State receives a duly authenticated certificate
from the official having custody of corporate records in the
state or country under whose law the foreign corporation is incorporated
stating that the foreign corporation has been dissolved or disappeared
as the result of a merger. [1989 c.1010 §158; 2005 c.22
§50]
65.741 Procedure
for and effect of administrative revocation. (1) If the Secretary
of State determines that one or more grounds exist under ORS
65.737 for revocation of authority of a foreign corporation to
transact business in this state, the Secretary of State shall
give the foreign corporation written notice of that determination.
(2) If the foreign corporation does not correct each ground for
revocation or demonstrate to the reasonable satisfaction of the
Secretary of State, within 45 days after notice is given, that
each ground for revocation determined by the Secretary of State
does not exist, the Secretary of State shall administratively
revoke the foreign corporation's authority, and in the case of
a foreign corporation that would have been a public benefit corporation
had it been incorporated in this state, shall notify the Attorney
General in writing.
(3) The authority of a foreign corporation to transact business
in this state ceases as of the date of revocation of its authority
to transact business in this state.
(4) The Secretary of State's revocation of a foreign corporation's
authority to transact business in this state appoints the Secretary
of State the foreign corporation's agent for service of process
in any proceeding based on a cause of action which arose during
the time the foreign corporation was authorized to transact business
in this state.
(5) Revocation of a foreign corporation's authority to transact
business in this state terminates the authority of the registered
agent of the corporation. [1989 c.1010 §159; 1991 c.231
§12; 1993 c.190 §9]
65.744 Appeal
from administrative revocation. In addition to any other legal
remedy which may be available, a foreign corporation shall have
the right to appeal the Secretary of State's revocation of its
authority to transact business in this state pursuant to the
provisions of ORS chapter 183. Such revocation shall be reviewable
pursuant to ORS 183.484 and shall not constitute a contested
case order. [1989 c.1010 §160]
65.747 Reinstatement
following administrative revocation. (1) A foreign corporation
which has had its authority revoked under ORS 65.737 may apply
to the Secretary of State for reinstatement within five years
from the date of revocation. The application shall:
(a) State the name of the corporation and the effective date
its authority was revoked; and
(b) State that the ground or grounds for revocation of authority
either did not exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this section,
that the information is correct and that the corporation's name
satisfies the requirements of ORS 65.717, the Secretary of State
shall reinstate the authority.
(3) When the reinstatement is effective, it relates back to and
takes effect as of the effective date of the administrative revocation
of authority and the corporation resumes carrying on its business
as if the administrative revocation of authority had never occurred.
[1989 c.1010 §160a; 1995 c.215 §15]
(Judicial Revocation
of Authority)
65.751 Grounds
for judicial revocation. (1) The circuit courts may revoke the
authority of a foreign corporation to transact business in this
state:
(a) In a proceeding by the Attorney General if it is established
that:
(A) The corporation obtained its authority to transact business
in this state through fraud;
(B) The corporation has exceeded or abused the authority conferred
upon it by law;
(C) The corporation would have been a public benefit corporation
had it been incorporated in this state and its corporate assets
are being misapplied or wasted;
(D) The corporation would have been a public benefit corporation
had it been incorporated in this state and it is no longer able
to carry out its purposes;
(E) An incorporator, director, officer or agent of the corporation
signed a document knowing it was false in any material respect
with the intent that the document be delivered to the Office
of the Secretary of State for filing; or
(F) The corporation has fraudulently solicited money or has fraudulently
used the money solicited.
(b) Except as provided in the articles or bylaws of a foreign
corporation that would have been a religious corporation had
it been incorporated in this state, in a proceeding by 50 members
or members holding five percent or more of the voting power,
whichever is less, or by a director or any person specified in
the articles, if it is established that:
(A) The directors are deadlocked in the management of the corporate
affairs, and the members, if any, are unable to break the deadlock;
(B) The directors or those in control of the corporation have
acted, are acting, or will act in a manner that is illegal, oppressive
or fraudulent;
(C) The members are deadlocked in voting power and have failed,
for a period that includes at least two consecutive annual meeting
dates, to elect successors to directors whose terms have expired;
(D) The corporate assets are being misapplied or wasted; or
(E) The corporation is a foreign corporation that would have
been a public benefit or religious corporation had it been incorporated
in this state, and is no longer able to carry out its purposes.
(c) In a proceeding by a creditor if it is established that:
(A) The creditor's claim has been reduced to judgment, the execution
on the judgment returned unsatisfied, and the corporation is
insolvent; or
(B) The corporation has admitted in writing that the creditor's
claim is due and owing and the corporation is insolvent.
(2) Prior to revoking a corporation's authority, the court shall
consider whether:
(a) There are reasonable alternatives to revocation of authority;
(b) Revocation of authority is in the public interest, if the
corporation is a foreign corporation that would have been a public
benefit corporation had it been incorporated in this state; or
(c) Revocation of authority is the best way to protect the interests
of members, if the corporation is a foreign corporation that
would have been a mutual benefit corporation had it been incorporated
in this state. [1989 c.1010 §161]
65.754 Procedure
for judicial revocation of authority. (1) Venue for a proceeding
by the Attorney General to revoke a foreign corporation's authority
lies in Marion County. Venue for a proceeding brought by any
other person named in ORS 65.751 lies in the county where a corporation's
principal Oregon office is located or where its registered office
is or was last located.
(2) It is not necessary to make directors or members parties
to a proceeding to revoke the authority of a corporation.
(3) A court in a proceeding brought to revoke a corporation's
authority may issue injunctions, appoint a receiver or custodian
pendente lite with all powers and duties the court directs, take
other action required to preserve the corporate assets located
in Oregon and carry on the corporation's Oregon activities until
a full hearing can be held.
(4) A person other than the Attorney General who brings a revocation
proceeding for a foreign corporation that would have been a public
benefit or religious corporation had it been incorporated in
this state, shall forthwith give written notice of the proceeding
to the Attorney General who may intervene. [1989 c.1010 §162]
65.757 Judgment
of revocation. (1) If after a hearing the court determines that
one or more grounds for judicial revocation of authority described
in ORS 65.751 exists, it may enter a judgment revoking the corporation's
authority to transact business in Oregon and specifying the effective
date of the revocation. The clerk of the court shall deliver
a certified copy of the judgment to the Office of the Secretary
of State for filing.
(2) The authority of a foreign corporation to transact business
in Oregon ceases as of the date of the judgment of revocation.
(3) The judgment of revocation of a foreign corporation's authority
to transact business in this state appoints the Secretary of
State the foreign corporation's agent for service of process
in any proceeding based on a cause of action which arose during
the time the foreign corporation was authorized to transact business
in this state.
(4) Revocation of a foreign corporation's authority to transact
business in this state terminates the authority of the registered
agent of the corporation. [1989 c.1010 §163; 2003 c.576
§330]
RECORDS AND REPORTS
(Records)
65.771 Corporate
records. (1) A corporation shall keep as permanent records minutes
of all meetings of its members and board of directors, a record
of all corporate action taken by the members or directors without
a meeting, and a record of all actions taken by committees of
the board of directors in place of the board of directors on
behalf of the corporation.
(2) A corporation shall maintain appropriate accounting records.
(3) A corporation or its agent shall maintain a record of its
members in a form that permits preparation of a list of the name
and address of all members, in alphabetical order by class showing
the number of votes each member is entitled to vote.
(4) A corporation shall maintain its records in written form
or in another form capable of conversion into written form within
a reasonable time.
(5) A corporation shall keep a copy of the following records
for inspection:
(a) Articles or restated articles of incorporation and all amendments
to them currently in effect;
(b) Bylaws or restated bylaws and all amendments to them currently
in effect;
(c) Resolutions adopted by its board of directors relating to
the characteristics, qualifications, rights, limitations and
obligations of members of any class or category of members;
(d) The minutes of all meetings of members and records of all
actions approved by the members for the past three years;
(e) Written communications required by this chapter and those
regarding general membership matters made to members within the
past three years;
(f) A list of the names and business or home addresses of its
current directors and officers;
(g) The last three annual financial statements, if any. The statements
may be consolidated or combined statements of the corporation
and one or more of its subsidiaries or affiliates, as appropriate,
including a balance sheet and statement of operations, if any,
for that year. If financial statements are prepared for the corporation
on the basis of generally accepted accounting principles, the
annual financial statements must also be prepared on that basis;
(h) The last three accountant's reports if annual financial statements
are reported upon by a public accountant; and
(i) The most recent annual report delivered to the Secretary
of State under ORS 65.787. [1989 c.1010 §164]
65.774 Inspection
of records by members. (1) Subject to subsection (5) of this
section and ORS 65.777 (3), a member is entitled to inspect and
copy, at a reasonable time and location specified by the corporation,
any of the records of the corporation described in ORS 65.771
(5) if the member gives the corporation written notice of the
member's demand at least five business days before the date on
which the member wishes to inspect and copy.
(2) Subject to subsection (5) of this section, a member is entitled
to inspect and copy, at a reasonable time and reasonable location
specified by the corporation, any of the following records of
the corporation if the member meets the requirements of subsection
(3) of this section and gives the corporation written notice
of the member's demand at least five business days before the
date on which the member wishes to inspect and copy:
(a) Excerpts from any records required to be maintained under
ORS 65.771 (1), to the extent not subject to inspection under
subsection (1) of this section;
(b) Accounting records of the corporation; and
(c) Subject to ORS 65.782, the membership list.
(3) A member may inspect and copy the records identified in subsection
(2) of this section only if:
(a) The member's demand is made in good faith and for a proper
purpose;
(b) The member describes with reasonable particularity the purpose
and the records the member desires to inspect; and
(c) The records are directly connected with this purpose.
(4) This section does not affect:
(a) The right of a member to inspect records under ORS 65.224
or, if the member is in litigation with the corporation, to the
same extent as any other litigant; or
(b) The power of the court, independently of this chapter, to
compel the production of corporate records for examination.
(5)(a) The articles or bylaws of a religious corporation may
limit or abolish the right of a member under this section to
inspect and copy any corporate record.
(b) The articles of a public benefit corporation organized primarily
for political or social action, including but not limited to
political or social advocacy, education, litigation or a combination
thereof, may limit or abolish:
(A) The right of a member to obtain from the corporation information
as to the identity of contributors to the corporation; and
(B) The right of a member or the member's agent or attorney to
inspect or copy the membership list if the corporation provides
a reasonable means to mail communications to other members through
the corporation at the expense of the member making the request.
[1989 c.1010 §165]
65.777 Scope
of inspection right. (1) A member's agent or attorney has the
same inspection and copying rights as the member the agent or
attorney represents.
(2) The right to copy records under ORS 65.774 includes, if reasonable,
the right to receive copies made by photographic, xerographic
or other means.
(3) The corporation may impose a reasonable charge, covering
the costs of labor and material, for copies of any documents
provided to the member. The charge may not exceed the estimated
cost of production or reproduction of the records.
(4) The corporation may comply with a member's demand to inspect
the record of members under ORS 65.774 (2)(c) by providing the
member with a list of its members that was compiled no earlier
than the date of the member's demand. [1989 c.1010 §166]
65.781 Court-ordered
inspection; attorney fees. (1) If a corporation does not allow
a member who complies with ORS 65.774 (1) to inspect and copy
any records required by ORS 65.774 (1) to be available for inspection,
the circuit court in the county where the corporation's principal
office, or, if none in this state, its registered office, is
located may summarily order inspection and copying of the records
demanded at the corporation's expense upon application of the
member.
(2) If a corporation does not within a reasonable time allow
a member to inspect and copy any other record, the member who
complies with ORS 65.774 (2) and (3) may apply to the circuit
court in the county where the corporation's principal office,
or, if none in this state, its registered office, is located
for an order to permit inspection and copying of the records
demanded.
(3) The court may award reasonable attorney fees to the prevailing
party in an action under this section.
(4) If the court orders inspection and copying of the records
demanded, it may impose reasonable restrictions on the use or
distribution of the records by the demanding member.
(5) No order shall be issued under this section without notice
to the corporation at least five days in advance of the time
specified for the hearing unless a different period is fixed
by the court. The member's request shall be set for hearing at
the earliest possible time and shall take precedence over all
matters, except matters of the same character and hearings on
preliminary injunctions under ORCP 79 B(3). [1989 c.1010 §167;
1995 c.618 §42]
65.782 Limitations
on use of membership list. Without consent of the board, a membership
list or any part of a membership list may not be obtained or
used by any person for any purpose unrelated to a member's interest
as a member. Without limiting the generality of this section,
without the consent of the board, a membership list or any part
thereof may not be:
(1) Used to solicit money or property unless such money or property
will be used solely to solicit the votes of the members in an
election to be held by the corporation;
(2) Used for any commercial purpose; or
(3) Sold or purchased by any person. [1989 c.1010 §168]
(Reports)
65.784 Report
to members and other persons of indemnification. If a corporation
indemnifies or advances expenses to a director under ORS 65.391
to 65.401 in connection with a proceeding by or in the right
of the corporation, the corporation shall report the indemnification
or advance in writing to:
(1) The members with or before the notice of the next meeting
of members; and
(2) Any person having the right to designate or appoint the director
no later than 90 days after the first indemnification or advance.
[1989 c.1010 §169; 1991 c.231 §13]
65.787 Annual
report. (1) Each domestic corporation, and each foreign corporation
authorized to transact business in this state, shall by its anniversary
deliver to the Office of the Secretary of State for filing an
annual report that sets forth:
(a) The name of the corporation and the state or country under
whose law it is incorporated;
(b) The street address of the registered office and the name
of the registered agent at that office in this state;
(c) If the registered agent is changed, that the new registered
agent has consented to the appointment;
(d) The address including street and number and mailing address
if different from its principal office;
(e) The names and addresses of the president and secretary of
the corporation;
(f) A brief description of the nature of the activities of the
corporation;
(g) Whether or not it has members;
(h) If it is a domestic corporation, whether it is a public benefit,
mutual benefit or religious corporation;
(i) If it is a foreign corporation, whether it would be public
benefit, mutual benefit or religious corporation had it been
incorporated in this state; and
(j) Additional identifying information that the Secretary of
State may require by rule.
(2) The information contained on the annual report shall be current
as of 30 days before the anniversary of the corporation.
(3) The Secretary of State shall mail the annual report form
to any address shown for the corporation in the current records
of the office. The failure of the corporation to receive the
annual report form from the Secretary of State shall not relieve
the corporation of its duty to deliver an annual report to the
office as required by this section.
(4) If an annual report does not contain the information required
by this section, the Secretary of State shall promptly notify
the reporting domestic or foreign corporation in writing and
return the report to it for correction. The domestic or foreign
corporation must correct the error within 45 days after the Secretary
of State gives such notice.
(5) A domestic or foreign corporation may deliver to the Office
of the Secretary of State for filing an amendment to the annual
report if a change in the information set forth in the annual
report occurs after the report is delivered to the Office of
the Secretary of State for filing and before the next anniversary.
This subsection applies only to a change that is not required
to be made by an amendment to the articles of incorporation.
The amendment to the annual report must set forth:
(a) The name of the corporation as shown on the records of the
Office of the Secretary of State; and
(b) The information as changed. [1989 c.1010 §170; 2007
c.186 §8]
TRANSFER OF ASSETS
OF HOSPITAL
65.800 Definitions
for ORS 65.803 to 65.815. For purposes of ORS 65.803 to 65.815:
(1) "Hospital" means a hospital as defined in ORS 442.015
(19).
(2) "Noncharitable entity" means any person or entity
that is not a public benefit or religious corporation and is
not wholly owned or controlled by one or more public benefit
or religious corporations. [1997 c.291 §2; 2001 c.104 §20]
65.803 Hospitals
operated by nonprofit corporation; transfer of assets; approval
by Attorney General. (1) Any public benefit or religious corporation
that operates a hospital must provide written notice to, and
obtain the written approval of, the Attorney General before closing
any transaction to do either of the following:
(a) Sell, transfer, lease, exchange, option, convey, merge or
otherwise dispose of all or a significant portion of its hospital
assets to a noncharitable entity or to an unrelated charitable
entity.
(b) Transfer control, responsibility or governance of a significant
portion of the hospital assets or hospital operations of the
public benefit or religious corporation to a noncharitable entity.
(2) This section does not apply to a public benefit or religious
corporation if any of the following apply:
(a) The transaction is in the usual and regular course of the
activities of the public benefit or religious corporation.
(b) The public benefit or religious corporation has furnished
the Attorney General with a detailed written statement describing
the proposed transaction and requesting a written waiver of the
requirements imposed by this section, and the Attorney General:
(A) Has given the public benefit or religious corporation a written
waiver of the requirements imposed by this section as to the
proposed transaction; or
(B) Has not made a written determination with regard to the request
within 45 days after receiving the request.
(c) The Attorney General, by rule, has excepted this kind of
transaction.
(3) The notice and approval required by ORS 65.800 to 65.815
are in addition to any other notice or approval required by this
chapter or other applicable law.
(4) Notice and approval is not required under ORS 65.800 to 65.815
if a political subdivision of the state controls the operation
of the hospital.
(5) Any person may make a written request to the Attorney General
that the person be given notice of requests for approval received
by the Attorney General under this section. The Attorney General
shall maintain a mailing list of persons who have requested notification
under this subsection and shall promptly mail a copy of any request
for approval received under this section to the persons on the
list. In addition, the Attorney General shall promptly mail a
copy of any request for waiver received under subsection (2)
of this section to the persons on the list upon receiving the
request for waiver. The Attorney General may not grant a waiver
under subsection (2) of this section until 14 days after the
mailing required by this subsection. [1997 c.291 §3]
65.805 Notice
to Attorney General; fee; trade secrets. (1) The notice to the
Attorney General required by ORS 65.803 must be accompanied by
any application fee imposed under ORS 65.813 (3) and must contain
a detailed statement describing the proposed transaction along
with any other information the Attorney General requires by rule.
(2)(a) Upon a showing satisfactory to the Attorney General by
a party to the proposed transaction, any material required to
be submitted to the Attorney General under subsection (1) of
this section is a trade secret under ORS 192.501. The Attorney
General shall classify the material as confidential and the material
shall not be disclosed except as provided in paragraph (b) of
this subsection unless the Attorney General determines that the
material is necessary to the determination of an issue being
considered at a public hearing as provided in ORS 65.807.
(b) To the extent that the material, or any portion thereof,
would otherwise qualify as a trade secret under ORS 192.501,
no action taken by the Attorney General, any authorized employee
of the Department of Justice or any expert or consultant employed
pursuant to ORS 65.813 in inspecting or reviewing such information
shall affect its status as a trade secret. [1997 c.291 §4]
65.807 Public
hearing; waiver; notice. (1) Before issuing a written decision
under ORS 65.809, the Attorney General shall conduct a public
hearing unless the Attorney General waives the requirement of
a hearing. If a hearing is held, the Attorney General shall provide
at least 14 days' notice of the time and place of the hearing
in one or more newspapers of general circulation in the affected
community and to the governing body of the county in which the
hospital is located.
(2) Before waiving a hearing under this section, the Attorney
General must mail notice of the intended waiver of public hearing
to all persons on the mailing list maintained by the Attorney
General under ORS 65.803 (5). The Attorney General may not take
further action on the request for approval until at least 14
days after the mailing of the notice required by this subsection.
[1997 c.291 §5]
65.809 Time for
Attorney General decision; nature of decision; appeal. (1) Within
60 days after receipt of the notice required by ORS 65.803, the
Attorney General shall notify the public benefit or religious
corporation in writing of the Attorney General's decision on
the proposed transaction. The Attorney General may extend this
period for an additional 45 days if the extension is necessary
to obtain information as provided in ORS 65.813 (1). The period
may be extended beyond 105 days only with the agreement of all
parties to the transaction.
(2) The Attorney General may approve the transaction, give conditional
approval to the transaction or decline to approve the transaction.
If the Attorney General does not approve the proposed transaction,
the Attorney General shall notify each party to the proposed
transaction, in writing, specifying the reasons for the disapproval.
(3) Any party to the proposed transaction, within 60 days after
receipt of the Attorney General's final order, may appeal the
order as provided in ORS chapter 183. For purposes of the judicial
review, the specifications required to be set forth in the written
notice from the Attorney General shall be deemed the Attorney
General's findings of fact and conclusions of law. [1997 c.291
§6]
65.811 Disapproval
of proposed transfer of assets. The Attorney General shall approve
any proposed transaction subject to ORS 65.803 unless the Attorney
General finds any of the following:
(1) The terms and conditions of the proposed transaction are
not fair and reasonable to the public benefit or religious corporation.
(2) The proposed transaction will result in inurement to any
private person or entity.
(3) The proposed transaction is not at fair market value.
(4) The proposed use of the proceeds from the transaction is
inconsistent with any charitable trust to which the assets are
subject.
(5) The proposed transaction involves or constitutes a breach
of trust.
(6) The Attorney General has not been provided sufficient information
to evaluate adequately the proposed transaction and the effects
of the proposed transaction on the public.
(7) The proposed transaction significantly diminishes the availability
or accessibility of health care services to the affected community.
(8) The proposed transaction is not in the public interest.
(9) The proposed transaction does not comply with all other legal
requirements. [1997 c.291 §7]
65.813 Consultants;
cost; rules; fee. (1) Within the time periods specified in ORS
65.809, and for the purpose of evaluating the factors identified
in ORS 65.811, the Attorney General may do any of the following:
(a) Contract with, consult with or receive advice from any state
agency pursuant to those terms and conditions that the Attorney
General considers appropriate.
(b) In the Attorney General's sole discretion, contract with,
consult with or receive advice from consultants to assist in
the Attorney General's review of the proposed transaction. The
consultants shall be qualified and expert in the type of transactions
under review. Before engaging any consultant, the Attorney General
shall communicate with the parties to the proposed transaction
regarding the engagement.
(2) The cost of any contract authorized under subsection (1)
of this section shall be no more than is reasonably necessary
to conduct the Attorney General's review and evaluation. Any
contract entered into by the Attorney General under this section
shall be exempt from the requirements of ORS chapters 279A and
279B, except ORS 279B.235. All contract costs incurred by the
Attorney General under this section must be paid by the party
to whom the transfer is to be made as described in ORS 65.803
(1).
(3) The Attorney General, by rule, may impose an application
fee for costs incurred in reviewing and evaluating the proposed
transaction. The fee must be paid by the party to whom the transfer
is to be made as described in ORS 65.803 (1). [1997 c.291 §8;
2003 c.794 §195]
65.815 Rules.
The Attorney General may adopt such rules as are necessary to
carry out the provisions of ORS 65.800 to 65.815. The Attorney
General shall have the authority to ensure compliance with commitments
that inure to the public interest. [1997 c.291 §9]
CEMETERIES AND
CREMATORIES
65.855 Lands
of cemetery or crematory corporation; exemption from execution,
taxation and condemnation. A nonprofit corporation organized
and existing solely for the purposes of either owning and operating
a cemetery or cremating dead bodies and burying and caring for
incinerate remains, may purchase or take, by gift or devise,
and own and hold lands for the sole purpose of either a cemetery
or a crematory and burial place for incinerate remains. Such
lands shall be exempt from execution, and from any appropriation
for public purposes, and lots or portions of such land and space
in any buildings thereon may be sold, if intended to be used
exclusively for burial purposes, and in no wise with a view to
the profit of the members of such corporation. The land so held
for cemetery purposes shall not exceed 600 acres, but if the
land already held for such purpose by the corporation is all
practically used, the amount thereof may be increased by adding
thereto not more than 20 acres at any one time. The land so held
for the purposes of a crematory and the burial of incinerate
remains shall not exceed 30 acres, but if the land already held
for such purposes by the corporation is all practically used,
the amount thereof may be increased by adding thereto not more
than 10 acres at any one time. Lands held for the purposes described
in this section shall be exempt from taxation as provided in
ORS 307.150. [Formerly 61.755]
65.860 Revenues;
restrictions on uses of revenue. (1) A nonprofit corporation
organized or existing solely for the purposes of either owning
and operating a cemetery or cremating dead bodies and burying
and caring for incinerate remains may, by its bylaws, provide
that a stated percentage of the money received from the sale
of lots and burial space, cremation of bodies, donations, gifts
or other sources of revenue shall constitute an irreducible fund.
Any bylaw enacted for the creation of the irreducible fund cannot
be amended to reduce the fund.
(2) The board of directors may direct the investment of the money
in the irreducible fund, but all investments of money deposited
in the fund on or after January 1, 1972, shall be in securities
in classes and amounts approved by the State Treasurer and published
in a list pursuant to ORS 97.820. If a bank or trust company
qualified to engage in the trust business is directed by the
board of directors to invest the money in the irreducible fund,
the bank or trust company shall be governed by ORS 130.750 to
130.775 and shall not be required to invest the money according
to the list approved by the State Treasurer. An officer of the
corporation shall file with the Director of the Department of
Consumer and Business Services on or before April 15 of each
year a verified statement in duplicate containing the same information
pertaining to the irreducible fund as provided in ORS 97.810
(4) regarding endowment care funds. The director may require
the corporation to file, as often as the director considers it
to be necessary, a detailed report of the conditions and assets
of the irreducible fund.
(3) The interest or income arising from the irreducible fund
provided for in this section or by any bylaws, or so much thereof
as is necessary, shall be devoted exclusively to the preservation
and embellishment of the grounds, buildings and property of the
corporation and the lots and space in buildings or grounds sold
to the members of the corporation, or to the payment of the interest
or principal of the debts authorized by subsection (5) of this
section for the purchase of land, erecting buildings, and improvements.
Any surplus thereof not needed or used for such purposes shall
be invested as provided in this section and shall become part
of the irreducible fund.
(4) After paying for the land and the erection of the original
buildings and improvements thereon, all the future receipts and
income of the corporation subject to the provisions in this section
relating to the creation of an irreducible fund, whether from
the sale of lots and burial space, cremation of bodies, donations,
gifts and other sources, shall be applied exclusively to laying
out, preserving, protecting, embellishing and beautifying the
cemetery or the crematory and grounds thereof, and the avenues
leading thereto, and to the erection of such buildings and improvements
as may be necessary or convenient for cemetery or crematory purposes,
and to pay the necessary expenses of the corporation.
(5) No debts shall be contracted by such corporation in anticipation
of any future receipts, except for originally purchasing the
lands authorized to be purchased by it, laying out and embellishing
the grounds and avenues, erecting buildings and vaults on such
land, and improving them for the purposes of the corporation.
The corporation may issue bonds or notes for debts so contracted
and may secure them by way of mortgage upon any of its lands,
buildings, property and improvements excepting lots or space
conveyed to the members. [Formerly 61.760; 1995 c.144 §14;
1995 c.157 §23; 2001 c.796 §22; 2005 c.348 §124;
2007 c.661 §26]
65.865 Selling
land unsuited for burials. If in the board of directors' opinion,
any portion of the lands of a nonprofit corporation organized
and existing solely for the purposes of either owning or operating
a cemetery or the cremation of dead bodies and the burial and
care of incinerate remains is unsuitable for burial purposes
or other purposes of the corporation, the board of directors
may sell such portion and apply the proceeds to the general purposes
of such corporation in the same proportion and manner as provided
by ORS 65.855 to 65.875. [Formerly 61.765]
65.870 Burial
lots or space; use, exemption from taxation, execution and liens;
lien for purchase price of gravestone. Burial lots or space for
burial of incinerate remains in buildings or grounds sold by
a nonprofit corporation organized and existing solely for the
purposes of either owning and operating a cemetery or cremating
dead bodies and burying and caring for incinerate remains shall
be for the sole purpose of interment or deposit and safekeeping
of incinerate remains. Such lots or space shall be exempt from
execution, attachment or other lien or process, if used as intended
by the purchaser thereof from such corporation, or the assigns
or representatives of the purchaser, exclusively for burial purposes,
and in no wise with a view to profit. Such lots or space shall
be exempt from taxation as provided in ORS 307.150. The vendor
of any gravestone, however, shall not be prevented from having
and enforcing a lien thereon for all or part of its purchase
price. If a suit is brought to enforce such a lien, the judgment
therein is enforceable thereafter; and, for the purpose of enabling
the lien to be had and enforced, the gravestone shall be deemed
personal property and may be severed and removed, under execution
and order of sale, from the lot where it is situated and may
be sold in the same manner as any other personal property. [Formerly
61.770; 2003 c.576 §331]
65.875 Recording
plan; power to improve and regulate grounds. (1) As used in this
section, "plan" means a document indicating the placement
of lots or burial spaces, and of the niches or inurnment spaces
in the buildings erected thereon, as established and authorized
by the cemetery authority.
(2) A nonprofit corporation organized and existing solely for
the purposes of owning and operating a cemetery or cremating
dead bodies and burying and caring for incinerate remains shall
cause a plan of its land and grounds and of the lots laid out
by it and of the niches or burial space in the buildings erected
thereon to be made and recorded in the county in which such grounds
and land are located, such lots or spaces to be numbered by regular
consecutive numbers. Such corporation may enclose, improve, and
adorn the grounds, buildings, and avenues, prescribe rules for
the designation, improvement and adorning of lots and burial
spaces and for erecting monuments, and prohibit any use, division,
improvement or adornment of a lot or burial space which it may
deem improper. [Formerly 61.775; 1999 c.731 §9]
MISCELLANEOUS
65.951 Short
title. This chapter shall be known and may be cited as the Oregon
Nonprofit Corporation Act. [1989 c.1010 §1; 1999 c.59 §16]
65.954 Reservation
of power to amend or repeal. All or part of this chapter may
be amended, repealed or modified at any time and all domestic
and foreign corporations subject to this chapter are governed
by the amendment, repeal or modification. [1989 c.1010 §2]
65.957 Application
to existing domestic corporations; exemptions. (1) This chapter
applies to all domestic corporations in existence on October
3, 1989, that were incorporated under any general statute of
this state providing for incorporation of nonprofit corporations
if power to amend or repeal the statute under which the corporation
was incorporated was reserved.
(2) Without limitation as to any other corporations that may
be outside the scope of subsection (1) of this section, this
chapter does not apply to the following:
(a) The Oregon State Bar and the Oregon State Bar Professional
Liability Fund created under ORS 9.005 to 9.755;
(b) The State Accident Insurance Fund Corporation created under
ORS chapter 656;
(c) The Oregon Insurance Guaranty Association and the Oregon
Life and Health Insurance Guaranty Association created under
ORS chapter 734; and
(d) The Oregon FAIR Plan Association and the Oregon Medical Insurance
Pool created under ORS chapter 735. [1989 c.1010 §172; 1997
c.249 §26; 1999 c.274 §20; 2001 c.922 §11; 2005
c.22 §51]
65.959 Application
to corporations relating to condominiums, planned communities
or timeshare estates. For a corporation organized under this
chapter and formed pursuant to ORS chapter 100 or subject to
regulation under all or part of the provisions of ORS 94.550
to 94.783 or under ORS 94.803 and 94.807 to 94.945:
(1) A provision of this chapter that may be avoided by a corporation
by a provision in the corporation's articles of incorporation,
bylaws or otherwise also may be avoided by a provision in the
declaration, bylaws or other recorded governing document of a
planned community or a condominium.
(2) In the event of a conflict between the provisions of this
chapter and:
(a) The declaration and bylaws of a condominium and the provisions
of ORS chapter 100, the declaration and bylaws and the provisions
of ORS chapter 100 control.
(b) The declaration, bylaws and other recorded governing documents
of a planned community and the provisions of ORS 94.550 to 94.783,
the declaration, bylaws and other governing documents and the
provisions of ORS 94.550 to 94.783 control.
(c) The recorded timeshare instrument of a timeshare plan and
the provisions of ORS 94.803 and 94.807 to 94.945, the recorded
timeshare instrument and the provisions of ORS 94.803 and 94.807
to 94.945 control. [2003 c.569 §46]
65.961 Application
to qualified foreign corporations. A foreign corporation authorized
to engage in activities in this state on October 3, 1989, is
subject to this chapter but is not required to apply for new
authority to engage in activities under this chapter. [1989 c.1010
§173]
65.964 Saving
provisions. (1) Except as provided in subsections (2), (3) and
(4) of this section, the repeal of a statute by chapter 1010,
Oregon Laws 1989, does not affect:
(a) The operation of the statute or any action taken under it
before its repeal;
(b) Any ratification, right, remedy, privilege, obligation or
liability acquired, accrued or incurred under the statute before
its repeal;
(c) Any violation of the statute, or any penalty, forfeiture
or punishment incurred because of the violation, before its repeal;
or
(d) Any proceeding, reorganization or dissolution commenced under
the statute before its repeal. The proceeding, reorganization
or dissolution may be completed in accordance with the statute
as if it had not been repealed.
(2) The provisions of ORS 65.387 to 65.414 shall apply to all
indemnification made by a corporation after October 3, 1989,
and all other actions regarding indemnification taken by or on
behalf of a corporation or by a court after October 3, 1989,
including all indemnification made and other actions taken after
October 3, 1989, with respect to claims that arose or matters
that occurred prior to October 3, 1989, or pursuant to any provisions
of any articles of incorporation, bylaws, resolutions or agreements
in effect prior to October 3, 1989.
(3) If a penalty or punishment imposed for violation of a statute
repealed by chapter 1010, Oregon Laws 1989, is reduced by this
chapter, the penalty or punishment, if not already imposed, shall
be imposed in accordance with this chapter.
(4) This chapter shall apply to any amendment to a corporation's
articles of incorporation filed after October 3, 1989, even if
member approval of such amendment occurred prior to October 3,
1989.
(5) Except as specifically provided in this chapter, nothing
in this chapter shall affect any powers the Attorney General
may have under other statutes or common law. [1989 c.1010 §174]
65.967 Severability.
If any provision of this chapter or its application to any person
or circumstance is held invalid by a court of competent jurisdiction,
the invalidity does not affect other provisions or applications
of this chapter that can be given effect without the invalid
provision or application, and to this end the provisions of this
chapter are severable. [1989 c.1010 §175]
PENALTY
65.990 Penalty
for signing false document. (1) A person commits the crime of
falsely signing a document for filing if the person signs a document
knowing it is false in any material respect with intent that
the document be delivered to the Office of the Secretary of State
for filing.
(2) Violation of subsection (1) of this section is a Class B
misdemeanor. [1989 c.1010 §§12,171]