2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 065 - Nonprofit Corporations

Section 65.024 - Evidentiary effect of certified copy of filed document or secretary’s certificate. - (2) The following documents and certificates must be received in...

Section 65.027 - Certificate of existence or authorization. - (2) A certificate of existence or authorization, when issued, means...

Section 65.034 - Notice. - (2) Notice may be communicated in person, by telephone, electronically...

Section 65.036 - Private foundations. - (1) Distribute such amounts for each taxable year at such...

Section 65.038 - Judicial relief. - (b) In an order under paragraph (a) of this subsection,...

Section 65.040 - Notice to Attorney General; effect of failure to notify. - (2) Whenever any provision of this chapter requires that notice...

Section 65.047 - Articles of incorporation. - (a) A corporate name for the corporation that satisfies the...

Section 65.051 - Incorporation. - (2) The Secretary of State’s filing of the articles of...

Section 65.057 - Organization of corporation. - (a) If initial directors are named in the articles of...

Section 65.061 - Bylaws. - (2) The bylaws may contain any provision for managing and...

Section 65.064 - Emergency bylaws and powers. - (a) Procedures for calling a meeting of the board of...

Section 65.067 - Corporation sole. - (2) The name of the corporation sole is the same...

Section 65.074 - Purposes. - (2) A corporation that is subject to regulation under another...

Section 65.077 - General powers. - (1) Sue and be sued, complain and defend in its...

Section 65.081 - Emergency powers. - (a) Modify lines of succession to accommodate the incapacity of...

Section 65.084 - Challenge of corporate authority; remedy. - (2) A corporation’s power to act may be challenged: (a)...

Section 65.094 - Corporate name. - (2) A corporate name may not contain the word "cooperative"...

Section 65.097 - Reserved name. - (2) If the Secretary of State finds that the corporate...

Section 65.101 - Registered name. - (2) The application must set forth the corporate name, the...

Section 65.111 - Registered office and registered agent. - (a) A registered agent, who must be: (A) An individual...

Section 65.114 - Change of registered office or registered agent. - (a) The name of the corporation; (b) If the current...

Section 65.117 - Resignation of registered agent. - (2) Upon delivery of the signed statement, the Secretary of...

Section 65.131 - Admission. - (2) A person may not be admitted as a member...

Section 65.144 - Rights and obligations of members. - (a) Elect directors, as provided in ORS 65.311; (b) Remove...

Section 65.147 - Transfers. - (2) A member of a public benefit corporation or religious...

Section 65.157 - Creditor’s action against member. - (2) All creditors of the corporation, with or without reducing...

Section 65.164 - Resignation. - (2) The resignation of a member does not relieve the...

Section 65.167 - Termination, expulsion or suspension. - (2) A procedure is fair and reasonable if the procedure...

Section 65.171 - Acquiring memberships. - (2) A mutual benefit corporation may acquire the membership of...

Section 65.174 - Derivative suits. - (a) Any member or members having two percent or more...

Section 65.177 - Delegates. - (2) The articles of incorporation or bylaws may set forth...

Section 65.201 - Annual and regular meetings. - (2) A corporation with members may hold regular membership meetings...

Section 65.204 - Special meeting. - (a) At the call of the corporation’s board of directors...

Section 65.205 - Participation in meeting by remote communication. - (b) Before a board of directors may authorize members to...

Section 65.207 - Court-ordered meeting; attorney fees. - (a) On application of any member or other person entitled...

Section 65.211 - Action without meeting. - (2) If not otherwise determined under ORS 65.207 or 65.221,...

Section 65.212 - Members’ use of electronic mail or other electronic means to discuss issues or take action. - (2)(a) Before taking an action under subsection (1) of this...

Section 65.214 - Notice of meeting. - (2) Any notice that conforms to the requirements of subsection...

Section 65.217 - Waiver of notice. - (2) A member’s attendance at a meeting waives objection to:...

Section 65.221 - Record date. - (a) To determine the members entitled to notice of a...

Section 65.222 - Action by written ballot. - (2) A written ballot must: (a) Set forth each proposed...

Section 65.224 - Members’ list for meeting; attorney fees. - (2) The list of members must be available for inspection...

Section 65.227 - Voting entitlement of members. - (2) Unless the articles of incorporation or bylaws provide otherwise,...

Section 65.231 - Proxies. - (2) An appointment of a proxy is effective when received...

Section 65.237 - Corporation’s acceptance of votes. - (2) If the name signed on a vote, consent, waiver...

Section 65.241 - Quorum requirements. - (2) An amendment to the articles of incorporation or bylaws...

Section 65.244 - Voting requirements. - (2) An amendment to the articles of incorporation or bylaws...

Section 65.247 - Cumulative voting for directors. - (2) Cumulative voting is not authorized at a particular meeting...

Section 65.251 - Other methods of electing directors. - (1) On the basis of chapter or other organizational unit;...

Section 65.254 - Voting agreements. - (2) A voting agreement created under this section is specifically...

Section 65.260 - Definitions for ORS 65.260 to 65.281. - (1) "Corporate action" means an action that a corporation takes...

Section 65.263 - Defective corporate action; ratification or validation; effective date. - (2) Ratification under ORS 65.266 or validation under ORS 65.278...

Section 65.266 - Ratification by board of directors; procedure; submission to shareholders. - (a) Identify the defective corporate action the proposal seeks to...

Section 65.269 - Quorum; notice to shareholders of proposed ratification. - (2)(a) Except as provided in paragraph (b) of this subsection,...

Section 65.272 - Notice of ratification by board of directors. - (A) The later of the date on which the board...

Section 65.275 - Corrected corporate action; validity; effective date. - (2) A defective corporate action that results directly or indirectly...

Section 65.278 - Articles of validation; filing with Secretary of State. - (2) Articles of validation must: (a) Describe the defective corporate...

Section 65.281 - Judicial review of corporate action; persons permitted to seek review. - (A) Determine the validity and effectiveness of a corporate action...

Section 65.301 - Requirement for and duties of board. - (2) The board of directors shall exercise, or delegate or...

Section 65.307 - Number of directors. - (2) The articles of incorporation or bylaws may establish a...

Section 65.311 - Election, designation and appointment of directors. - (2) If a corporation does not have members entitled to...

Section 65.314 - Terms of directors generally. - (2) A decrease in the number of directors or term...

Section 65.321 - Resignation of directors. - (2) A resignation is effective when the notice is effective...

Section 65.324 - Removal of directors elected by members or directors. - (a) The members of the corporation may remove one or...

Section 65.327 - Removal of directors by judicial proceeding. - (a) The director engaged in fraudulent or dishonest conduct, or...

Section 65.331 - Removal of designated or appointed directors. - (2)(a) Except as otherwise provided in the articles of incorporation...

Section 65.334 - Vacancy on board. - (a) The members entitled to vote for directors, if any,...

Section 65.337 - Regular and special meetings. - (2) The board of directors may hold regular or special...

Section 65.341 - Action without meeting. - (2) Action taken under this section is effective when the...

Section 65.343 - Board of directors’ use of electronic means to take action; announcement required before taking action; contents of announcement; exceptions; effect and effective date of action taken by electronic means. - (2)(a) Before taking an action under subsection (1) of this...

Section 65.344 - Call and notice of meetings. - (2) Unless the articles of incorporation or bylaws provide for...

Section 65.347 - Waiver of notice. - (2) A director’s attendance at or participation in a meeting...

Section 65.351 - Quorum and voting. - (2) The articles of incorporation or bylaws may authorize a...

Section 65.354 - Committees. - (b) The creation of a committee and appointment of directors...

Section 65.357 - General standards for directors. - (a) In good faith; (b) With the care an ordinarily...

Section 65.361 - Director conflict of interest. - (2) A transaction in which a director of a public...

Section 65.364 - Loans to or guarantees for directors and officers. - (a) Approval of the loan, guarantee or modification is obtained...

Section 65.367 - Liability for unlawful distributions. - (2) A director held liable for an unlawful distribution under...

Section 65.369 - Liability of qualified directors. - (2) This section does not affect the civil liability of...

Section 65.371 - Required officers. - (2) The bylaws or the board of directors shall delegate...

Section 65.377 - Standards of conduct for officers. - (a) In good faith; (b) With the care an ordinarily...

Section 65.381 - Resignation and removal of officers. - (2) A board of directors or any other person authorized...

Section 65.384 - Contract rights of officers. - (2) Removal or resignation of an officer does not affect...

Section 65.387 - Definitions for ORS 65.387 to 65.414. - (1) "Corporation" includes any domestic or foreign predecessor entity of...

Section 65.391 - Authority to indemnify. - (a) The conduct of the individual was in good faith;...

Section 65.397 - Advance for expenses. - (a) The director furnishes the corporation a written affirmation of...

Section 65.401 - Court-ordered indemnification. - (1) The director is entitled to mandatory indemnification under ORS...

Section 65.404 - Determination and authorization of indemnification. - (2) A determination that indemnification of a director is permissible...

Section 65.407 - Indemnification of officers, employees and agents. - (1) An officer of the corporation is entitled to mandatory...

Section 65.414 - Application of ORS 65.387 to 65.411. - (a) Any director as authorized by the articles of incorporation,...

Section 65.431 - Authority. - (2) A corporation designated on the records of the Secretary...

Section 65.434 - Amendment by directors. - (a) To extend the duration of the corporation if the...

Section 65.437 - Amendment by board of directors and members. - (a) By the board if the corporation is a public...

Section 65.439 - Amendment of articles of incorporation of public benefit corporation. - (1) The board first notifies any known members and posts...

Section 65.441 - Class voting by members on amendments. - (2) In a mutual benefit corporation the members of a...

Section 65.447 - Articles of amendment. - (1) The name of the corporation. (2) The text of...

Section 65.451 - Restated articles of incorporation. - (2) The restatement may include one or more amendments to...

Section 65.454 - Amendment pursuant to court order. - (a) To carry out a plan of reorganization ordered or...

Section 65.464 - Amendment by directors and members. - (1) A corporation’s board of directors may amend or repeal...

Section 65.481 - Approval of plan of merger. - (2) The plan of merger must set forth: (a) The...

Section 65.484 - Limitations on mergers by public benefit or religious corporations. - (a) A public benefit corporation or religious corporation; (b) A...

Section 65.487 - Action on plan of merger by board, members and third persons. - (a) By the board of directors; (b) By the members...

Section 65.491 - Articles and plan of merger. - (a) Articles of merger that set forth the name and...

Section 65.494 - Effect of merger. - (1) Each corporation that was a party to the merger...

Section 65.497 - Merger with foreign corporation. - (a) The merger is permitted by the law of the...

Section 65.531 - Sale of assets in regular course of activities; mortgage of assets. - (a) Sell, lease, exchange or otherwise dispose of all or...

Section 65.534 - Sale of assets other than in regular course of activities. - (2) Unless this chapter, the articles of incorporation, bylaws or...

Section 65.554 - Authorized distributions. - (1) A mutual benefit corporation may purchase the mutual benefit...

Section 65.621 - Dissolution by incorporators. - (2) The corporation shall give the incorporators notice equivalent to...

Section 65.624 - Dissolution by directors, members and third persons. - (a) By the board of directors; (b) By the members...

Section 65.627 - Transfer or conveyance of assets as part of dissolution; notice to Attorney General. - (2) A public benefit corporation or religious corporation shall give...

Section 65.631 - Articles of dissolution. - (a) The name of the corporation; (b) The date dissolution...

Section 65.634 - Revocation of dissolution. - (2) Revocation of dissolution must be authorized in the same...

Section 65.637 - Effect of dissolution. - (a) Preserving and protecting the corporation’s assets and minimizing the...

Section 65.641 - Known claims against dissolved corporation. - (a) Describe information that must be included in a claim;...

Section 65.644 - Unknown claims against dissolved corporation. - (2) The dissolved corporation must publish the notice: (a) At...

Section 65.647 - Grounds for administrative dissolution. - (1) The corporation does not pay when due any fees...

Section 65.651 - Procedure for and effect of administrative dissolution. - (2) If the corporation does not correct each ground for...

Section 65.654 - Reinstatement following administrative dissolution. - (a) State the name of the corporation and the effective...

Section 65.657 - Appeal from denial of reinstatement. - (2) Such denial of reinstatement shall be reviewable pursuant to...

Section 65.661 - Grounds for judicial dissolution. - (a) In a proceeding by the Attorney General if the...

Section 65.664 - Procedure for judicial dissolution. - (2) Directors or members are not necessary parties to a...

Section 65.667 - Receivership or custodianship. - (2) The court may appoint as a receiver or custodian...

Section 65.671 - Judgment of dissolution. - (2) After entering the judgment of dissolution, the court shall...

Section 65.701 - Authority to transact business required. - (2) The following activities, among others, do not constitute transacting...

Section 65.704 - Consequences of transacting business without authority. - (2) The successor to or assignee of a foreign corporation...

Section 65.707 - Application for authority to transact business. - (a) The name of the foreign corporation or, if the...

Section 65.711 - Amendment to application for authority. - (a) The foreign corporation’s corporate name as shown on the...

Section 65.714 - Effect of authority. - (2) The filing by the Secretary of State of an...

Section 65.717 - Corporate name of foreign corporation. - (2) If a corporate name, professional corporate name, business corporate...

Section 65.721 - Registered office and registered agent of foreign corporation. - (1) A registered agent, who shall be: (a) An individual...

Section 65.724 - Change of registered office or registered agent of foreign corporation. - (a) The name of the foreign corporation; (b) The address,...

Section 65.727 - Resignation of registered agent of foreign corporation. - (2) Upon receipt of the signed statement in proper form,...

Section 65.734 - Withdrawal of foreign corporation. - (a) The name of the foreign corporation and the name...

Section 65.737 - Grounds for administrative revocation. - (1) The foreign corporation does not deliver its annual report...

Section 65.741 - Procedure for and effect of administrative revocation. - (2) If the foreign corporation does not correct each ground...

Section 65.747 - Reinstatement following administrative revocation. - (a) State the name of the corporation and the effective...

Section 65.751 - Grounds for judicial revocation. - (a) In a proceeding by the Attorney General if the...

Section 65.754 - Procedure for judicial revocation of authority. - (2) It is not necessary to make directors or members...

Section 65.757 - Judgment of revocation. - (2) The authority of a foreign corporation to transact business...

Section 65.771 - Corporate records. - (2) A corporation shall maintain appropriate accounting records. (3) A...

Section 65.774 - Inspection of records by members. - (2) Subject to subsection (5) of this section, a member...

Section 65.777 - Scope of inspection right. - (2) The right to copy records under ORS 65.774 includes,...

Section 65.781 - Court-ordered inspection; attorney fees. - (2) If a corporation does not within a reasonable time...

Section 65.782 - Limitations on use of membership list. - (1) Used to solicit money or property unless such money...

Section 65.784 - Report to members and other persons of indemnification. - (1) The members with or before the notice of the...

Section 65.787 - Annual report. - (a) The name of the corporation and the state or...

Section 65.800 - Definitions for ORS 65.803 to 65.815. - (1) "Hospital" means a hospital as defined in ORS 442.015....

Section 65.803 - Hospitals operated by nonprofit corporation; transfer of assets; approval by Attorney General. - (a) Sell, transfer, lease, exchange, option, convey, merge or otherwise...

Section 65.805 - Notice to Attorney General; fee; trade secrets. - (2)(a) Upon a showing satisfactory to the Attorney General by...

Section 65.807 - Public hearing; waiver; notice. - (2) Before waiving a hearing under this section, the Attorney...

Section 65.809 - Time for Attorney General decision; nature of decision; appeal. - (2) The Attorney General may approve the transaction, give conditional...

Section 65.811 - Disapproval of proposed transfer of assets. - (1) The terms and conditions of the proposed transaction are...

Section 65.813 - Consultants; cost; rules; fee. - (a) Contract with, consult with or receive advice from any...

Section 65.957 - Application to existing domestic corporations; exemptions. - (2) Without limitation as to any other corporations that may...

Section 65.959 - Application to corporations relating to condominiums, planned communities or timeshare estates. - (1) A provision of this chapter that may be avoided...

Section 65.964 - Saving provisions. - (a) The operation of the statute or any action taken...

Section 65.990 - Penalty for signing false document. - (a) Knows the document is false in any material respect;...

Section 65.992 - Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action. - (a) Making, issuing, delivering or publishing, or participating in making,...

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2021 Oregon Revised Statutes Volume : 02 - Business Organizations, Commercial Code Chapter 065 - Nonprofit Corporations

2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 065 - Nonprofit Corporations