(A) Determine the validity and effectiveness of a corporate action or a defective corporate action;
(B) Determine the validity and effectiveness of a ratification or approval of a defective corporate action;
(C) Order the corporation to conduct a meeting of members for the purposes specified in ORS 65.266 (3) and 65.269; or
(D) Modify or waive any of the provisions specified in ORS 65.266 or 65.269.
(b) In connection with an action under paragraph (a) of this subsection, a court may make any findings or orders and consider any matters the court deems proper under the circumstances.
(2)(a) The following persons may bring an action to have a court make a determination or modification or allow a waiver under subsection (1) of this section:
(A) The corporation or a successor entity to the corporation;
(B) A director of the corporation;
(C) A member of the corporation; and
(D) Any other person that claims that a ratification of a defective corporate action substantially and adversely affects the person.
(b) For the purposes of paragraph (a) of this subsection, a member of the corporation includes a person that was a member on the date on which the corporation ratified the defective corporate action.
(3) A person may serve process on the corporation in an action under this section in accordance with the manner appropriate for service of process specified under the laws of this state. The court may proceed to adjudicate the action without joining another party, but if the corporation brings the action, the court may require the corporation to provide notice to other persons the court specifies and may permit other persons to intervene in the action.
(4)(a) A person must bring, within 120 days after the later of the effective date of validation or the date of the notice that a corporation gives under ORS 65.269 or 65.272, as applicable, any action that claims that a ratification of a defective corporate action is not valid or effective or that the defective corporate action is valid or effective only under certain conditions.
(b) A person’s failure to contact a corporation to determine the calendar date by which the person must bring an action under this section does not eliminate or extend the 120-day period specified in paragraph (a) of this subsection. [2019 c.325 §18]
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.