(2) Ratification under ORS 65.266 or validation under ORS 65.278 is not the exclusive means of ratifying or validating a defective corporate action. An absence or failure to ratify or validate a corporate action in accordance with ORS 65.260 to 65.281 does not:
(a) Affect the validity or effectiveness of a corporate action that is properly ratified under common law or otherwise; or
(b) Create a presumption that the corporate action is or was a defective corporate action or is or was void or voidable. [2019 c.325 §12]
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.