(A) Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section.
(B) Be a type of document that this chapter or another law requires or permits a person to file with the Secretary of State.
(C) Include the information this chapter requires.
(D) Be legibly written in the English language and in the alphabet used to write the English language, except as provided in subsections (3) and (4) of this section.
(E) Be delivered to the Secretary of State along with the correct filing fee. A filing is effective only as provided in ORS 56.080, 65.001, 65.011, 65.014 and 65.017.
(b) The document may include:
(A) Information other than the information required under paragraph (a) of this subsection;
(B) Arabic or Roman numerals and incidental punctuation;
(C) The seal of the corporation or foreign corporation;
(D) An attestation by the secretary or an assistant secretary of the corporation or foreign corporation; or
(E) An acknowledgment, verification or proof.
(2)(a) A person that signs a document for filing under this section must be:
(A) The chairperson of the board of directors, the president or another officer of a corporation or foreign corporation;
(B) An incorporator, if directors of the corporation or foreign corporation have not been selected or if the execution of the document occurs before an organizational meeting has occurred;
(C) A receiver, trustee or other court-appointed fiduciary, if the corporation or foreign corporation is subject to the control of the receiver, trustee or fiduciary;
(D) The person specified in any section of this chapter that required the document to be filed; or
(E) An agent of a person identified in this paragraph, if the person authorizes the agent to execute the document.
(b) The person that signs the document shall:
(A) State beneath or opposite the person’s signature the person’s name and the capacity in which the person signs; and
(B) Declare, above the person’s signature and under penalty of perjury, that the document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any of the directors, officers, employees or agents of the corporation on behalf of which the person signs.
(3)(a) If under ORS 65.016 the Secretary of State has prescribed a mandatory form for a document, including an electronic form, the document must be in or on the prescribed form.
(b) The Secretary of State shall make versions of the form described in paragraph (a) of this subsection available in at least the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. Each version of the form must include an English translation of the form’s contents.
(c) For the purpose described in paragraph (b) of this subsection, the Secretary of State shall specify Spanish, Chinese, Vietnamese, Russian and Korean as the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. The Secretary of State shall review the specification in this paragraph after the completion of the 2030 United States Census and each subsequent decennial census and shall recommend in a report to the Joint Committee on Ways and Means any changes in the specification that the Secretary of State deems necessary. The Secretary of State may change the specification only after receiving the approval of the Legislative Assembly and an appropriation in an amount that is sufficient to pay the costs of updating each version of the mandatory form and any system the Secretary of State uses to process the mandatory form.
(d) If a person completes with, or attaches to, a form described in paragraph (a) or (b) of this subsection information written in a language other than English, the person shall submit a reasonably authenticated English translation of the information along with the form.
(4) A certificate of existence required for a foreign corporation may be written in a language other than English if a reasonably authenticated English translation accompanies the certificate. [Amended by 1999 c.486 §10; 2013 c.159 §10; 2019 c.174 §8; 2019 c.597 §5]
Structure 2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 065 - Nonprofit Corporations
Section 65.004 - Filing requirements.
Section 65.011 - Effective time and date of document.
Section 65.014 - Correcting filed document.
Section 65.017 - Filing duty of Secretary of State.
Section 65.024 - Evidentiary effect of certified copy of filed document or secretary’s certificate.
Section 65.027 - Certificate of existence or authorization.
Section 65.036 - Private foundations.
Section 65.038 - Judicial relief.
Section 65.040 - Notice to Attorney General; effect of failure to notify.
Section 65.047 - Articles of incorporation.
Section 65.051 - Incorporation.
Section 65.057 - Organization of corporation.
Section 65.064 - Emergency bylaws and powers.
Section 65.067 - Corporation sole.
Section 65.077 - General powers.
Section 65.081 - Emergency powers.
Section 65.084 - Challenge of corporate authority; remedy.
Section 65.094 - Corporate name.
Section 65.097 - Reserved name.
Section 65.101 - Registered name.
Section 65.111 - Registered office and registered agent.
Section 65.114 - Change of registered office or registered agent.
Section 65.117 - Resignation of registered agent.
Section 65.144 - Rights and obligations of members.
Section 65.157 - Creditor’s action against member.
Section 65.167 - Termination, expulsion or suspension.
Section 65.171 - Acquiring memberships.
Section 65.174 - Derivative suits.
Section 65.201 - Annual and regular meetings.
Section 65.204 - Special meeting.
Section 65.205 - Participation in meeting by remote communication.
Section 65.207 - Court-ordered meeting; attorney fees.
Section 65.211 - Action without meeting.
Section 65.214 - Notice of meeting.
Section 65.217 - Waiver of notice.
Section 65.222 - Action by written ballot.
Section 65.224 - Members’ list for meeting; attorney fees.
Section 65.227 - Voting entitlement of members.
Section 65.237 - Corporation’s acceptance of votes.
Section 65.241 - Quorum requirements.
Section 65.244 - Voting requirements.
Section 65.247 - Cumulative voting for directors.
Section 65.251 - Other methods of electing directors.
Section 65.254 - Voting agreements.
Section 65.260 - Definitions for ORS 65.260 to 65.281.
Section 65.263 - Defective corporate action; ratification or validation; effective date.
Section 65.266 - Ratification by board of directors; procedure; submission to shareholders.
Section 65.269 - Quorum; notice to shareholders of proposed ratification.
Section 65.272 - Notice of ratification by board of directors.
Section 65.275 - Corrected corporate action; validity; effective date.
Section 65.278 - Articles of validation; filing with Secretary of State.
Section 65.281 - Judicial review of corporate action; persons permitted to seek review.
Section 65.301 - Requirement for and duties of board.
Section 65.307 - Number of directors.
Section 65.311 - Election, designation and appointment of directors.
Section 65.314 - Terms of directors generally.
Section 65.321 - Resignation of directors.
Section 65.324 - Removal of directors elected by members or directors.
Section 65.327 - Removal of directors by judicial proceeding.
Section 65.331 - Removal of designated or appointed directors.
Section 65.334 - Vacancy on board.
Section 65.337 - Regular and special meetings.
Section 65.341 - Action without meeting.
Section 65.344 - Call and notice of meetings.
Section 65.347 - Waiver of notice.
Section 65.351 - Quorum and voting.
Section 65.357 - General standards for directors.
Section 65.361 - Director conflict of interest.
Section 65.364 - Loans to or guarantees for directors and officers.
Section 65.367 - Liability for unlawful distributions.
Section 65.369 - Liability of qualified directors.
Section 65.371 - Required officers.
Section 65.377 - Standards of conduct for officers.
Section 65.381 - Resignation and removal of officers.
Section 65.384 - Contract rights of officers.
Section 65.387 - Definitions for ORS 65.387 to 65.414.
Section 65.391 - Authority to indemnify.
Section 65.397 - Advance for expenses.
Section 65.401 - Court-ordered indemnification.
Section 65.404 - Determination and authorization of indemnification.
Section 65.407 - Indemnification of officers, employees and agents.
Section 65.414 - Application of ORS 65.387 to 65.411.
Section 65.434 - Amendment by directors.
Section 65.437 - Amendment by board of directors and members.
Section 65.439 - Amendment of articles of incorporation of public benefit corporation.
Section 65.441 - Class voting by members on amendments.
Section 65.447 - Articles of amendment.
Section 65.451 - Restated articles of incorporation.
Section 65.454 - Amendment pursuant to court order.
Section 65.464 - Amendment by directors and members.
Section 65.481 - Approval of plan of merger.
Section 65.484 - Limitations on mergers by public benefit or religious corporations.
Section 65.487 - Action on plan of merger by board, members and third persons.
Section 65.491 - Articles and plan of merger.
Section 65.494 - Effect of merger.
Section 65.497 - Merger with foreign corporation.
Section 65.531 - Sale of assets in regular course of activities; mortgage of assets.
Section 65.534 - Sale of assets other than in regular course of activities.
Section 65.554 - Authorized distributions.
Section 65.621 - Dissolution by incorporators.
Section 65.624 - Dissolution by directors, members and third persons.
Section 65.631 - Articles of dissolution.
Section 65.634 - Revocation of dissolution.
Section 65.637 - Effect of dissolution.
Section 65.641 - Known claims against dissolved corporation.
Section 65.644 - Unknown claims against dissolved corporation.
Section 65.647 - Grounds for administrative dissolution.
Section 65.651 - Procedure for and effect of administrative dissolution.
Section 65.654 - Reinstatement following administrative dissolution.
Section 65.657 - Appeal from denial of reinstatement.
Section 65.661 - Grounds for judicial dissolution.
Section 65.664 - Procedure for judicial dissolution.
Section 65.667 - Receivership or custodianship.
Section 65.671 - Judgment of dissolution.
Section 65.701 - Authority to transact business required.
Section 65.704 - Consequences of transacting business without authority.
Section 65.707 - Application for authority to transact business.
Section 65.711 - Amendment to application for authority.
Section 65.714 - Effect of authority.
Section 65.717 - Corporate name of foreign corporation.
Section 65.721 - Registered office and registered agent of foreign corporation.
Section 65.724 - Change of registered office or registered agent of foreign corporation.
Section 65.727 - Resignation of registered agent of foreign corporation.
Section 65.734 - Withdrawal of foreign corporation.
Section 65.737 - Grounds for administrative revocation.
Section 65.741 - Procedure for and effect of administrative revocation.
Section 65.747 - Reinstatement following administrative revocation.
Section 65.751 - Grounds for judicial revocation.
Section 65.754 - Procedure for judicial revocation of authority.
Section 65.757 - Judgment of revocation.
Section 65.771 - Corporate records.
Section 65.774 - Inspection of records by members.
Section 65.777 - Scope of inspection right.
Section 65.781 - Court-ordered inspection; attorney fees.
Section 65.782 - Limitations on use of membership list.
Section 65.784 - Report to members and other persons of indemnification.
Section 65.787 - Annual report.
Section 65.800 - Definitions for ORS 65.803 to 65.815.
Section 65.805 - Notice to Attorney General; fee; trade secrets.
Section 65.807 - Public hearing; waiver; notice.
Section 65.809 - Time for Attorney General decision; nature of decision; appeal.
Section 65.811 - Disapproval of proposed transfer of assets.
Section 65.813 - Consultants; cost; rules; fee.
Section 65.957 - Application to existing domestic corporations; exemptions.
Section 65.964 - Saving provisions.