Chapter 65 — Nonprofit Corporations

 

2019 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       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

 

65.205       Participation in meeting by remote communication

 

65.207       Court-ordered meeting; attorney fees

 

65.211       Action without meeting

 

65.212       Use of electronic mail or other electronic means to discuss issues or take action

 

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

 

CORPORATE ACTIONS

 

65.260       Definitions for ORS 65.260 to 65.281

 

65.263       Defective corporate action; ratification or validation; effective date

 

65.266       Ratification by board of directors; procedure; submission to shareholders

 

65.269       Quorum; notice to shareholders of proposed ratification

 

65.272       Notice of ratification by board of directors

 

65.275       Corrected corporate action; validity; effective date

 

65.278       Articles of validation; filing with Secretary of State

 

65.281       Judicial review of corporate action; persons permitted to seek review

 

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

 

65.439       Amendment of articles of incorporation of public benefit corporation

 

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 of merger by board, members and third persons

 

65.491       Articles and plan of merger

 

65.494       Effect of merger

 

65.497       Merger with foreign corporation

 

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       Transfer or conveyance of assets as part of dissolution; notice 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

 

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

 

PENALTIES

 

65.990       Penalty for signing false document

 

65.992       Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action

 

GENERAL PROVISIONS

 

(Definitions)

 

      65.001 Definitions. As used in this chapter:

      (1)(a) “Anniversary” means, except as provided in paragraph (b) of this subsection, the day each year that is exactly one or more years after the date on which the Secretary of State files:

      (A) The articles of incorporation for a domestic corporation; or

      (B) An application for authority to transact business for a foreign corporation.

      (b) “Anniversary” means February 28 if an event occurs that would otherwise cause an anniversary to fall on February 29.

      (2) “Appointed director” means a director who is appointed by a person other than the board of directors.

      (3) “Approved by the members” or “approval by the members” means approved or ratified by members entitled to vote on an issue through either:

      (a) The affirmative vote of a majority of the votes of the members represented and voting at a duly held meeting at which a quorum is present or the affirmative vote of a greater proportion including the votes of any required proportion of the members of any class as the articles of incorporation, 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.

      (4) “Articles of incorporation” means the articles of incorporation described in ORS 65.047 and corrected, amended and restated articles of incorporation.

      (5) “Articles of merger” means the articles of merger described in ORS 65.491 and corrected, amended and restated articles of merger.

      (6) “Board of directors” means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals.

      (7) “Bylaws” means a set of provisions for managing and regulating a corporation’s affairs that the corporation must adopt under ORS 65.061.

      (8) “Class” means a group of memberships that have the same rights, including rights that are determined by a formula that is applied uniformly, with respect to voting, dissolution, redemption and transfer.

      (9) “Contact information” means a street address, a mailing address or an electronic address at which a member or director elects to receive notices and other messages from the corporation.

      (10) “Corporation” means a domestic corporation or a foreign corporation.

      (11) “Delegate” means a person who is elected or appointed to vote in a representative assembly for electing a director or directors or on other matters.

      (12) “Deliver” means to transfer by any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission.

      (13) “Designated director” means a director that the articles of incorporation or the bylaws designate as a director in a manner that identifies a specific individual or a group of individuals.

      (14) “Director” means an individual who acts as a member of the board of directors, who has a right to vote on questions concerning the management and regulation of a corporation’s affairs and who is:

      (a) An appointed director;

      (b) A designated director; or

      (c) A director elected by the incorporators, directors or members.

      (15) “Distribution” means a payment to a person from the income or assets of a corporation, other than a payment of reasonable value to a person for property received or services performed or a payment that furthers the corporation’s purposes.

      (16) “Document” means:

      (a) A medium that embodies information in tangible form, including any writing or written instrument; or

      (b) An electronic medium that embodies information that a person may retain, retrieve and reproduce, in tangible form or otherwise.

      (17) “Domestic business corporation” means a for profit corporation that is incorporated under ORS chapter 60.

      (18) “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.

      (19) “Domestic limited liability company” means an unincorporated association that has one or more members and that is organized under ORS chapter 63.

      (20) “Domestic professional corporation” means a corporation that is organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58.

      (21) “Employee” means an individual that a corporation employs, including an officer or director whom the corporation employs with compensation for services beyond the services of board membership.

      (22) “Entity” means a domestic corporation, foreign corporation, business corporation and foreign business corporation, profit and nonprofit unincorporated association, corporation sole, business trust, partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign government.

      (23) “Foreign business corporation” means a for profit corporation that is incorporated under laws other than the laws of the state.

      (24) “Foreign corporation” means a corporation that is organized under laws other than the laws of the state and that would be a nonprofit corporation if organized under the laws of the state.

      (25) “Foreign limited liability company” means an unincorporated association that is organized under laws other than the laws of the state and under a statute that permits an entity to organize and that affords to each of the entity’s members limited liability with respect to liabilities of the entity.

      (26) “Foreign professional corporation” means a professional corporation that is organized under laws other than the laws of the state.

      (27) “Gift instrument” means a record, including a record of a solicitation, under which a corporation holds property or under which property is granted or transferred to the corporation.

      (28) “Governmental subdivision” means a unit of government, including an authority, county, district and municipality.

      (29) “Individual” means a natural person, including the guardian of an incompetent individual.

      (30)(a) “Member” means a person that is entitled, under a domestic corporation’s or foreign corporation’s articles of incorporation or bylaws, to exercise any of the rights described in ORS 65.144 without regard to whether the articles of incorporation or bylaws identify the person as a member or which other title or identity the domestic corporation or foreign corporation gives to the person.

      (b) “Member” does not include:

      (A) A person that does not have the rights described in ORS 65.144 or that has only one or more of the following rights:

      (i) Rights granted to a delegate;

      (ii) A right to designate or appoint a director or directors;

      (iii) Rights that a director has;

      (iv) A right to vote on only one occasion to elect a director or directors; or

      (v) Rights that a person has as a consequence of holding evidence of indebtedness the corporation has issued or will issue.

      (B) A person for which membership rights have been eliminated as provided in ORS 65.164 or 65.167.

      (31) “Membership” means the rights and obligations a member has under this chapter.

      (32) “Mutual benefit corporation” means a domestic corporation that is organized to serve and operates primarily to serve the mutual interests of a group of persons, but is not a public benefit corporation or religious corporation.

      (33) “Nonprofit corporation” means a mutual benefit corporation, a public benefit corporation or a religious corporation.

      (34) “Notice” means a notice described in ORS 65.034.

      (35) “Person” means an individual or an entity.

      (36)(a) “Principal office” means the physical street address of the place, in or out of this state, where the principal executive offices of a domestic corporation or foreign corporation are located and that is designated as the principal office in the most recent annual report filed in accordance with ORS 65.787 or, if no annual report is on file, in the articles of incorporation or the application for authority to transact business in this state.

      (b) “Principal office” does not include a commercial mail receiving agency, a mail forwarding business or a virtual office.

      (37) “Proceeding” means a civil, criminal, administrative or investigatory action.

      (38) “Public benefit corporation” means a domestic corporation that:

      (a) Is formed as a public benefit corporation under 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 or is otherwise organized for a public or charitable purpose;

      (b) Is restricted so that on dissolution the corporation must distribute the corporation’s assets to an organization that is organized for a public or charitable purpose, a religious corporation, the United States, a state or a person that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986; and

      (c) Is not a religious corporation.

      (39) “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 the corporation’s members and the members’ membership rights for the purposes of this chapter.

      (40) “Religious corporation” means a domestic corporation that is formed as a religious corporation under ORS 65.044 to 65.067, is designated a religious corporation by a statute or is organized primarily or exclusively for religious purposes.

      (41) “Remote communication” means any method by which a person that is not physically present at the location at which a meeting occurs may nevertheless hear or otherwise communicate at substantially the same time with other persons at the meeting and have access to materials necessary to participate or vote in the meeting to the extent of the person’s authorization to participate or vote.

      (42) “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 board of directors’ meetings and membership meetings and for authenticating the records of the corporation.

      (43) “Shell entity” means an entity that has the characteristics described in ORS 65.661.

      (44) “Sign” means to indicate a present intent to authenticate or adopt a document by:

      (a) Affixing a symbol to the document;

      (b) Inscribing or affixing a manual, facsimile or conformed signature on the document; or

      (c) Attaching to, or logically associating with, an electronic transmission any electronic sound, symbol or process, including an electronic signature.

      (45) “State,” when referring to a part of the United States, means a state, commonwealth, territory or insular possession of the United States and the agencies and governmental subdivisions of the state, commonwealth, territory or insular possession.

      (46) “Uncompensated officer” means an individual who serves in an office without compensation other than payment solely for actual expenses the individual incurs in performing duties of the individual’s office or payment for the average expenses the individual incurs over the course of a year.

      (47) “United States” means the federal government or a district, authority, bureau, commission, department or any other agency of the United States.

      (48) “Vote” means an authorization by written ballot or written consent, where permitted, or by another method that a corporation specifies as an authorization.

      (49) “Voting power” means the total number of votes entitled to be cast on an issue at the time the determination of voting power is made, excluding a vote that is contingent upon a condition or event occurring that has not occurred at the time.

      (50) “Written” means embodied as a document. [1989 c.1010 §14; 1991 c.231 §1; 2001 c.315 §35; 2005 c.107 §4; 2009 c.14 §4; 2009 c.294 §7; 2013 c.158 §27; 2013 c.274 §17; 2017 c.705 §26; 2019 c.174 §7]

 

(Filing Documents)

 

      65.004 Filing requirements. (1)(a) For the Secretary of State to file a document under this chapter, the document must:

      (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]

 

      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 and ORS 56.080, 65.014 and 65.275, a document accepted for filing after review is effective:

      (a) On the date the Secretary of State files the document; and

      (b) At the time, if any, the document specifies as the document’s effective time or at 12:01 a.m. on that date if the document does not specify an effective time.

      (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 the document is filed. [1989 c.1010 §6; 2019 c.325 §22]

 

      65.014 Correcting filed document. (1) A domestic corporation 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 corporation or foreign corporation seeking to correct a document shall deliver the articles of correction to the Secretary of State for filing. The articles of correction must include the following:

      (a) A description of the incorrect document, including the filing date or a copy of the document;

      (b) A description of the incorrect statement and the reason the statement 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 the articles 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; 2019 c.174 §9]

 

      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 Secretary of State for filing satisfies the requirements of ORS 65.004, the Secretary of State shall file the document.

      (2) The Secretary of State files a document by accepting, reviewing and entering the document into the Secretary of State’s files, indicating on the document the date of filing and that the Secretary of State has filed the document. The time of filing is 12:01 a.m. on the date of filing. After filing a document, except a document described 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 corporation that filed the document or to a representative of the corporation.

      (3) If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the corporation that sought to file the document or to a representative of the corporation within 10 business days after the Secretary of State received the document, 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 Secretary of State for filing. 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; 2019 c.174 §10]

 

      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 Secretary of State for filing, a domestic corporation or foreign corporation, in addition to any other legal remedy which may be available, has the right to appeal from such final order pursuant to the provisions of ORS 183.484. [1989 c.1010 §9; 2019 c.174 §11]

 

      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 Secretary of State.

      (2) The following documents and certificates must be received in all courts, public offices and official bodies of this state as prima facie evidence of the facts stated in the documents or certificates, unless a greater evidentiary effect is provided in ORS 65.027 and 65.051 or elsewhere in this chapter or the document was thereafter corrected or withdrawn from the files of the Secretary of State:

      (a) All facts stated in certificates the Secretary of State issues with respect to the Secretary of State’s business registry functions including a certificate of compliance or noncompliance of a document with filing requirements or other provisions of law administered by the Secretary of State, or a certificate as to the existence or nonexistence of facts that would appear from presence or absence of documents in the files of the Secretary of State; and

      (b) All facts stated in documents certified as filed by 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; 2019 c.174 §12]

 

      65.027 Certificate of existence or authorization. (1) Anyone may apply to 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 corporation 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 corporation or foreign corporation is in existence or is authorized to transact business in this state. [1989 c.1010 §11; 2019 c.174 §13]

 

(Secretary of State)

 

      65.031 Powers. The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1989 c.1010 §13; 2019 c.174 §14]

 

(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, electronically or by mail or private carrier, including publication in a newsletter or similar document mailed to a member’s or director’s address. If personal notice is not possible, 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) A notice is effective only if the notice is communicated in a comprehensible form.

      (4) Oral notice is effective when communicated.

      (5)(a) Electronic notice in writing is effective at the earlier of:

      (A) When the notice is received; or

      (B) Two days after the notice is sent, if the notice is correctly addressed.

      (b) Notice by mail or private carrier is effective at the earlier of:

      (A) Five days after the notice is deposited in the United States mail, if the notice is correctly addressed and has first class postage affixed;

      (B) On the date shown on the return receipt, if the notice is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

      (C) On the date that the articles of incorporation or bylaws specify with respect to notice to members or directors.

      (6)(a) Written notice is correctly addressed to a member or director of a corporation if the notice is addressed to the most recent address the member or director provided for receiving notice from the corporation.

      (b) A written notice or report delivered as part of a newsletter, magazine or other publication sent to a member constitutes a written notice or report if the newsletter, magazine or other publication is addressed or delivered to the member’s address as the address appears 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 the newsletter, magazine or other publication is addressed or delivered to one of the members at the address appearing on the current list of members.

      (c) Written notice is correctly addressed to a domestic corporation or a foreign corporation that is authorized to transact business in this state, other than in the corporation’s capacity as a member, if the notice is addressed to the corporation’s registered agent or, if the corporation does not have a registered agent on record, to the principal office shown in the corporation’s most recent annual report or, if the corporation has not filed an annual report, in the articles of incorporation or in the corporation’s 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 of incorporation or bylaws prescribe different notice requirements that are more stringent than the provisions of this section or other provisions of this chapter, the requirements in the articles of incorporation or bylaws govern. [1989 c.1010 §15; 2019 c.174 §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)(a) If a corporation asserts that calling or conducting a meeting of the corporation’s members, delegates or directors or otherwise obtaining consent from the members, delegates or directors in accordance with the corporation’s articles of incorporation or bylaws or in accordance with this chapter is impractical or impossible, or if the corporation cannot identify the corporation’s members or directors, a director, an officer, a delegate, a member or the Attorney General may petition for an order to call or conduct a meeting or an order to identify the corporation’s members or directors. The director, officer, delegate, member or the Attorney General shall submit the petition to the circuit court for the county in this state that the corporation’s last filed annual report, the articles of incorporation or an application for authority to transact business in this state identifies as the location of the corporation’s principal office. If the annual report, the articles of incorporation or the application does not identify the county in which the principal office is located, the director, officer, delegate, member or the Attorney General may petition for an order from the circuit court of Marion County or Multnomah County.

      (b) In an order under paragraph (a) of this subsection, the court may:

      (A) Direct the corporation to call a meeting and provide a written ballot or other form of obtaining the vote of members, delegates or directors in any manner that the court finds is fair and equitable under the circumstances; or

      (B) Determine who the members or directors of the corporation are or amend the articles of incorporation to state that the corporation does not have members.

      (2) The court shall, in an order issued under 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 of incorporation, 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.

      (3) An order that a court issues in accordance with this section may for good cause shown dispense with any requirement to hold a meeting or to obtain votes, including any requirement that the articles of incorporation, bylaws or this chapter might otherwise impose as to quorum or as to the number or percentage of votes needed to approve an act.

      (4) Whenever practical, a court in any order issued under this section shall limit the subject matter of meetings or other forms of consent judicially authorized to those items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing the corporation’s affairs without further resort to this section. An order issued 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 the order, is for all purposes a valid meeting or vote, as the case may be, and has the same force and effect as if the meeting or method of obtaining the vote complied with every requirement imposed by the articles of incorporation, bylaws and this chapter. [1989 c.1010 §17; 2019 c.174 §16]

 

(Attorney General)

 

      65.040 Notice to Attorney General; effect of failure to notify. (1) The Attorney General must be given notice of the commencement of any proceeding that ORS 65.038, 65.084, 65.174, 65.207, 65.327, 65.661 or 65.751 or any other provision of this chapter authorizes the Attorney General to bring but that another person has commenced.

      (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 the proceeding. [1989 c.1010 §18; 2019 c.174 §17]

 

(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) Articles of incorporation formed in accordance with this chapter after October 3, 1989, must 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 the corporation’s initial registered agent at that location;

      (d) The name and address of each incorporator;

      (e) An alternate corporate mailing address which must be that of the principal office 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 the corporation’s annual report;

      (f) Whether or not the corporation will have members; 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, the corporation’s 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 the corporation’s members for monetary damages for conduct as a director or officer, provided that the provision may not eliminate or limit the liability of a director or officer for any act or omission occurring before the date on which the provision becomes effective, and the provision may 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 the corporation’s members;

      (B) Acts or omissions not in good faith or that 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 shall sign the articles of incorporation and before including the name of any individual as a director shall state that the incorporator or incorporators 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 the powers in order to meet federal tax code requirements or for other purposes. [1989 c.1010 §21; 2019 c.174 §18]

 

      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 of incorporation, 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; or

      (B) To elect a board of directors whose election completes 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; 2015 c.278 §2; 2019 c.174 §19]

 

      65.061 Bylaws. (1) The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at the corporation’s 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 consistent with law and the articles of incorporation.

      (3) Except with respect to a corporation’s articles of incorporation, provisions in the bylaws control provisions in any other document for managing or regulating the affairs of the corporation. If a provision in the bylaws is inconsistent with a provision in the articles of incorporation, the provision in the articles of incorporation controls. [1989 c.1010 §25; 2019 c.174 §20]

 

      65.064 Emergency bylaws and powers. (1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency as described 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 is not 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; 2019 c.174 §21]

 

      65.067 Corporation sole. (1) Except as provided in subsection (5) of this section, an individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation sole under this section. A corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator.

      (2) The name of the corporation sole is the same as the office within the church or religious denomination that the incorporator holds, followed by the words “and successors, a corporation sole.”

      (3) Except to the extent that a provision of this chapter is not applicable to a corporation sole’s form of organization, all of the provisions of this chapter apply to a corporation sole. If the corporation sole has no officers, the director may perform any act that an officer may perform with the same effect and in the same manner as though one or more officers of the corporation sole performed the act.

      (4) If a corporation sole or the individual that constitutes the corporation sole is the only member of a religious corporation, the religious corporation need not hold an annual membership meeting under ORS 65.201 if the religious corporation is:

      (a) Incorporated under the provisions of this chapter; and

      (b) Of the same church or religious denomination as the corporation sole.

      (5) A corporation sole may not be formed or incorporated in this state on or after June 8, 2015. A corporation sole that exists before June 8, 2015, may continue to operate as a corporation sole, subject to the provisions of this chapter. [1989 c.1010 §27; 2013 c.139 §1; 2015 c.278 §1]

 

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. A person may not incorporate a corporation under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency.

      (2) A corporation that is subject to regulation under another statute of the state may not be incorporated under this chapter if the corporation must be organized under the other statute. [1989 c.1010 §28; 2019 c.174 §22]

 

      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;

      (c) In a proceeding under ORS 65.664; or

      (d) In an action under ORS 65.281.

      (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; 2019 c.325 §23]

 

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 may not contain the word “cooperative” or the phrase “limited partnership.”

      (3) A corporate name must 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 must be distinguishable upon the records 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 Secretary of State.

      (5) The corporate name need not satisfy the requirement of subsection (4) of this section if the applicant delivers to 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; 2019 c.174 §23]

 

      65.097 Reserved name. (1) A person may apply to 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 the name 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 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; 2019 c.174 §24]

 

      65.101 Registered name. (1) A foreign corporation may apply to the Secretary of State to register the foreign corporation’s corporate name.

      (2) The application must set forth the corporate name, the state or country of incorporation, the date of incorporation, a brief description of the nature of the activities in which the foreign corporation is engaged and a statement that the foreign corporation is not carrying on or doing business in this state. 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 the foreign corporation 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 the name for successive years by delivering to the Secretary of State for filing a renewal application that complies with the requirements of this section before the lapse of the previous registration. Filing of the renewal application renews the registration for an additional year from the date on which the registration previously expired.

      (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 the transferee does not simultaneously file under that name. [1989 c.1010 §34; 2019 c.174 §25]

 

OFFICE AND AGENT

 

      65.111 Registered office and registered agent. (1) Each corporation shall continuously maintain in this state both:

      (a) A registered agent, who must 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

      (b) A registered office of the corporation, which must be the residence or office address of the registered agent.

      (2) A registered office under this section must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office. [1989 c.1010 §35; 2001 c.315 §29; 2017 c.705 §27]

 

      65.114 Change of registered office or registered agent. (1) A corporation may change the corporation’s registered office or registered agent by delivering to 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 the corporation’s registered office and the office or residence address of the corporation’s 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 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 terminates the existing registered office or agent, or both, on the effective date of the filing and establishes the newly appointed registered office or agent, or both, as that of the corporation. [1989 c.1010 §36; 2019 c.174 §26]

 

      65.117 Resignation of registered agent. (1) A registered agent may resign as registered agent upon delivering a signed statement to 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 must be addressed to the corporation at the corporation’s principal office as shown in the most recent annual report filed pursuant to ORS 65.787 or, if the annual report does not show the address, 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; 2019 c.174 §27]

 

      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) Articles of incorporation or bylaws may establish criteria or procedures for admission of members.

      (2) A person may not be admitted as a member without consent of the person, express or implied.

      (3) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to membership in the corporation. [1989 c.1010 §39; 2019 c.174 §28]

 

      65.134 Consideration. Except as provided in the corporation’s articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board of directors. [1989 c.1010 §40; 2019 c.174 §29]

 

      65.137 No requirement for members. A corporation does not need to have members and does not have members unless the corporation’s articles of incorporation state that the corporation has members. [1989 c.1010 §41; 2019 c.174 §30]

 

(Members’ Rights and Obligations)

 

      65.144 Rights and obligations of members. (1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, members of the corporation have the same rights and obligations. The articles of incorporation or bylaws may establish classes of membership with different rights or obligations. Rights that members have, unless the corporation’s articles of incorporation or bylaws provide otherwise, include rights to:

      (a) Elect directors, as provided in ORS 65.311;

      (b) Remove directors, as provided in ORS 65.324;

      (c) Vote on any change to the number of directors, including a change to a fixed number of directors, a change to a variable range in the number of possible directors or a change from a fixed number of directors to a variable range in the number of possible directors, as provided in ORS 65.307;

      (d) Vote to sell, transfer, lease, exchange, option, convey or otherwise dispose of the corporation’s assets or to merge the corporation’s assets with the assets of another entity, as provided in ORS 65.803;

      (e) Vote to dissolve the corporation, as provided in ORS 65.624; and

      (f) Approve a conflict of interest transaction, as provided in ORS 65.361, if the member is a voting member of a mutual benefit corporation.

      (2) Notwithstanding a provision in a corporation’s articles of incorporation or bylaws, a member has a right to:

      (a) Vote on an action or an amendment to the articles of incorporation if the action or amendment would reduce or eliminate the member’s right to vote; and

      (b) Inspect and copy the corporation’s records, as provided in ORS 65.774. [1989 c.1010 §42; 2019 c.174 §31]

 

      65.147 Transfers. (1) Except as provided in ORS 65.231 pertaining to proxies or as set forth in or authorized by the articles of incorporation or bylaws, a member may not transfer a membership or any right arising from a membership.

      (2) A member of a public benefit corporation or religious corporation may not transfer for value a membership or any right arising from a membership, unless the transferring member is a public benefit corporation or religious corporation.

      (3) If transfer rights have been provided, a restriction on the transfer rights is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member. [1989 c.1010 §43; 2019 c.174 §32]

 

      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 a corporation for dues, assessments or fees. A provision of the articles of incorporation or bylaws or a resolution the board of directors adopts to authorize or impose 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 without a hearing. [1989 c.1010 §45; 2019 c.174 §33]

 

      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) A member of a public benefit corporation or mutual benefit corporation may not be expelled or suspended, and a membership or memberships in such corporations may not be terminated or suspended, except in accordance with a procedure that is fair and reasonable and is carried out in good faith.

      (2) A procedure is fair and reasonable if the procedure takes account of all relevant facts and circumstances or if the articles of incorporation or bylaws set forth a procedure that:

      (a) Gives the member notice in accordance with ORS 65.034 not less than 15 days before the expulsion, suspension or termination and states in the notice the reasons for the expulsion, suspension or termination; and

      (b) Provides an opportunity not less than five days before the effective date of the expulsion, suspension or termination for the member to be heard, orally or in writing by a person or persons authorized to withdraw the proposed expulsion, termination or suspension.

      (3) 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.

      (4) 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 before expulsion, suspension or termination. [1989 c.1010 §48; 2005 c.22 §44; 2019 c.174 §34]

 

      65.171 Acquiring memberships. (1) A public benefit corporation or religious corporation may not acquire for value any of the corporation’s memberships or any right arising from a membership, unless the member is a public benefit corporation 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 the mutual benefit corporation’s articles of incorporation or bylaws.

      (3) An acquisition of memberships may not be made in violation of ORS 65.551 or 65.554. [1989 c.1010 §49; 2019 c.174 §35]

 

(Derivative Suits)

 

      65.174 Derivative suits. (1) A proceeding may be brought in the right of a domestic corporation or foreign corporation to procure a judgment in the corporation’s favor by:

      (a) Any member or members having two percent or more of the voting power or by 20 members, whichever is less;

      (b) Any director; or

      (c) The Attorney General, if the domestic corporation or foreign corporation is a public benefit corporation or a religious corporation.

      (2) In a proceeding brought under this section, each member complainant must 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 religious 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; 2019 c.174 §36]

 

(Delegates)

 

      65.177 Delegates. (1) A corporation may provide in the corporation’s articles of incorporation or bylaws for delegates having some or all of the authority of members.

      (2) The articles of incorporation or bylaws may set forth provisions relating to:

      (a) The characteristics, qualifications, rights, limitations and obligations of delegates, including the selection and removal of delegates;

      (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; 2019 c.174 §37]

 

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) An annual and regular membership meeting may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the board’s specification is not inconsistent with the bylaws. If the board of directors does not determine that the annual and regular meeting will occur solely by means of remote communication and a place for the annual and regular meeting is not stated in or otherwise fixed in accordance with the bylaws, the annual and regular meeting must 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; 2013 c.274 §8]

 

      65.204 Special meeting. (1) A corporation with members shall hold a special meeting of members:

      (a) At the call of the corporation’s board of directors or of the person or persons that the articles of incorporation or bylaws authorize to call the meeting; or

      (b) Except as provided in the articles of incorporation 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 that describe the purpose or purposes for which the meeting 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 under ORS 65.214 within 30 days after the date the written demand or demands are delivered to the corporation’s secretary, or if the date of the meeting is not set within 30 days after the date the notice is given, regardless of the requirements of subsection (4) of this section a person that signs the demand or demands may set the time and place of the meeting and give notice in accordance with ORS 65.214.

      (4) A special meeting of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the board’s specification is consistent with the bylaws. If the board of directors does not determine that the special meeting will occur solely by means of remote communication and a place for the special meeting is not stated in or otherwise fixed in accordance with the bylaws, the special meeting must 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; 2013 c.274 §9; 2019 c.174 §38]

 

      65.205 Participation in meeting by remote communication. (1)(a) Members that are not physically present for a membership meeting may participate in, be deemed present in person at and vote at the membership meeting if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board adopts.

      (b) Before a board of directors may authorize members to participate in a membership meeting by remote communication, the corporation shall implement measures to:

      (A) Verify that a person that is participating in the membership meeting by remote communication is a member; and

      (B) Ensure that a member may participate by remote communication in an effective manner.

      (c) The corporation shall maintain a record of the vote or other action of a member that participates in a membership meeting by remote communication.

      (2) A notice of a membership meeting at which the board authorizes participation by remote communication shall state that the board authorizes participation by remote communication and shall describe how a member may notify the corporation that the member intends to participate in the membership meeting by remote communication. [2013 c.274 §16]

 

      Note: 65.205 was added to and made a part of ORS chapter 65 by legislative action but was not added to any smaller series therein. See Preface to Oregon Revised Statutes for further explanation.

 

      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, if the corporation is a public benefit corporation, the Attorney General, if the corporation did not hold an annual meeting within the earlier of six months after the end of the corporation’s fiscal year or 15 months after the corporation’s last annual meeting;

      (b) On application of any member or other person entitled to participate in a regular meeting or, if the corporation is a public benefit corporation, the Attorney General, if a regular meeting is not held within 40 days after the date the regular meeting was required to be held;

      (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, if the corporation is 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; or

      (d) In accordance with ORS 65.281 for the purpose of approving a ratification of a defective corporate action, as defined in ORS 65.260.

      (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 must be set for hearing at the earliest possible time and must take precedence over all matters, except matters of the same character and hearings on preliminary injunctions under ORCP 79 B(3). A court may not issue an order under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless the court fixes a different period in the order. [1989 c.1010 §54; 1995 c.696 §14; 2019 c.174 §39; 2019 c.325 §24a]

 

      65.211 Action without meeting. (1) Unless a corporation’s articles of incorporation or bylaws specify that a members’ meeting is necessary to take an action, 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. If in taking an action without a meeting the corporation complies with the requirements of ORS 65.212, the requirements in this subsection that all members entitled to vote on the action must take the action and must sign a written consent describing the action do not apply.

      (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 a meeting vote in any document. [1989 c.1010 §55; 2019 c.174 §40]

 

      65.212 Use of electronic mail or other electronic means to discuss issues or take action. (1) Unless a corporation’s articles of incorporation or bylaws provide otherwise:

      (a) The corporation’s board of directors may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the board of directors to take at a board of directors’ meeting if the corporation complies with this section.

      (b) The board of directors may, without complying with all of the requirements of this section, use electronic mail to discuss, but not take action on, an issue that comes before the board.

      (2)(a) Before taking an action under subsection (1) of this section, a corporation shall send to the electronic mail address that each director provided to the corporation for receiving communications from the corporation an electronic mail announcement that states that the board of directors will take the action.

      (b) The electronic mail announcement the corporation sends under paragraph (a) of this subsection must include a description of the matter on which the board of directors will take action. The electronic mail announcement must specify a deadline of not less than 48 hours after the time the corporation sends the announcement in which a director may record the director’s vote.

      (c) The corporation shall include the electronic mail announcement described in this subsection and a record of the directors’ votes in the minutes for the directors’ meeting or shall file the announcement and record of the directors’ votes in documents that reflect the action that the board took.

      (3) Notwithstanding subsection (1) of this section, a corporation’s board of directors may not use electronic mail or other electronic means to take action if the corporation does not have a record of an electronic mail address for a director.

      (4) A director may change the director’s vote at any time before the deadline set forth in the electronic mail announcement described in subsection (2) of this section.

      (5) An affirmative vote of the majority of the directors who hold office at the time the board of directors takes an action by means of electronic mail or by other electronic means is an act of the board, unless a corporation’s articles of incorporation or bylaws require an affirmative vote of a greater number of directors. The board’s action under this subsection has the effect of a meeting vote and the corporation may describe the action as a meeting vote in any document.

      (6) The board of directors’ action under subsection (5) of this section is effective on the deadline specified in the electronic mail announcement described in subsection (2) of this section, unless the announcement specifies a different effective date or time. [2019 c.174 §4]

 

      65.214 Notice of meeting. (1) A corporation shall give notice of membership meetings in a fair and reasonable manner that is consistent with the corporation’s bylaws. The corporation must 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 that 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 the corporation’s members of the place, date and time of each meeting in accordance with ORS 65.034 no fewer than seven days before the meeting;

      (b) Notice of an annual or regular meeting includes a description of any matter or matters that the members must approve 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 a meeting 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, 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; 2019 c.174 §41]

 

      65.217 Waiver of notice. (1) A member may at any time waive any notice required by this chapter, the articles of incorporation 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 the matter is presented. [1989 c.1010 §57; 2019 c.174 §42]

 

      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. A determination of members must 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. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date. If a record date is not fixed, then:

      (a) To determine the members entitled to notice of a members’ meeting, the record date is 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 is as set forth in ORS 65.204 (2).

      (c) To determine the members entitled to take action without a meeting, the record date is as set forth in ORS 65.211 (2).

      (d) To determine the members entitled to vote at a members’ meeting, the record date is 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 is the day on which the board adopts the resolution that relates to the other action, or the 60th day before the date of the 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 that requires a 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 the board 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, the court may provide that the original record date continues in effect or the court may fix a new record date. [1989 c.1010 §58; 2013 c.158 §28; 2013 c.274 §10]

 

      65.222 Action by written ballot. (1) Unless prohibited or limited by the articles of incorporation or bylaws, any action that 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 must:

      (a) Set forth each proposed action; and

      (b) Provide an opportunity to vote for or against each proposed action.

      (3)(a) Approval by written ballot pursuant to this section is valid only when:

      (A) The number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action; and

      (B) 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.

      (b) For the purposes of this subsection, the number of votes cast by ballot constitutes a quorum if the number of members who attend a meeting constitutes a quorum.

      (4) All solicitations for votes by written ballot must:

      (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 of incorporation or bylaws, a written ballot may not be revoked. [1989 c.1010 §59; 2019 c.174 §43]

 

(Voting)

 

      65.224 Members’ list for meeting; attorney fees. (1) A corporation shall prepare and maintain a list of the names, contact information and membership dates of all of the corporation’s members. If there are classes of members, the list must also show the contact information for each member and number of votes each member may cast at a meeting 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 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 the list 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 to 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 the corporation’s 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 a meeting 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 need not post an undertaking under 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 of incorporation 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 incorporation 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 of actions, 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; 2019 c.174 §44]

 

      65.227 Voting entitlement of members. (1) Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter on which the members vote. Except as expressly prohibited in this chapter, the articles of incorporation 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 a member or class of members would otherwise be entitled to vote under this chapter.

      (2) Unless the articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, with respect to voting the persons’ acts have the following effect:

      (a) If only one person votes, the person’s act binds all persons in whose names the membership stands; and

      (b) If more than one person votes, the vote is divided on a pro rata basis among the persons in whose names the membership stands.

      (3) If a class is entitled to vote as a class for directors, a determination of the voting power of the class must be based on the percentage of the number of directors the class may elect out of the total number of authorized directors. [1989 c.1010 §61; 1991 c.231 §3; 2013 c.158 §29; 2013 c.274 §11; 2019 c.174 §45]

 

      65.231 Proxies. (1) Unless a corporation’s articles of incorporation 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 that appoints 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 that makes the appointment. [1989 c.1010 §64; 2019 c.174 §46]

 

      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 of incorporation or bylaws provide for a higher quorum, votes represented at a meeting of members constitute a quorum.

      (2) An amendment to the articles of incorporation or bylaws to decrease the quorum for any action of the members may be approved by the members or, unless prohibited by the articles of incorporation or bylaws, by the board of directors.

      (3) An amendment to the articles of incorporation or bylaws to increase the quorum required for any action of the members must be approved by the members. [1989 c.1010 §62; 2019 c.174 §47]

 

      65.244 Voting requirements. (1) Unless this chapter, the articles of incorporation 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 of incorporation or bylaws to add to, change or delete the vote required for any action of the members must be approved by the members. [1989 c.1010 §63; 2019 c.174 §48]

 

      65.247 Cumulative voting for directors. (1) If the articles of incorporation or bylaws provide for cumulative voting by members, members may vote cumulatively by multiplying the number of votes the members are entitled to cast by the number of directors for whom the members 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 vote cumulatively, and if one member gives this notice all other members participating in the election may vote cumulatively without giving further notice.

      (3)(a) Except as provided in paragraph (b) of this subsection, members may, without cause, remove a director who was elected by cumulative voting if the members act in accordance with ORS 65.324.

      (b) A proposal to remove a director who was elected by cumulative voting fails if the number of votes that members cast against the proposal to remove the director, or that fail to consent in writing to the removal, would have been sufficient to elect the director under these circumstances:

      (A) The members had voted cumulatively at an election that occurred at the time the director was last elected;

      (B) All directors authorized to serve on the board of directors were subject to election at that time; and

      (C) If during the election:

      (i) The members had cast the same total number of votes; or

      (ii) All memberships entitled to vote were voted, if the election was by written ballot.

      (4) Members may not vote cumulatively if the directors and members are identical. [1989 c.1010 §65; 2019 c.174 §49]

 

      65.251 Other methods of electing directors. A corporation may provide in the corporation’s articles of incorporation 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; 2019 c.174 §50]

 

(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]

 

CORPORATE ACTIONS

 

      65.260 Definitions for ORS 65.260 to 65.281. As used in ORS 65.260 to 65.281:

      (1) “Corporate action” means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation’s behalf.

      (2) “Corrected corporate action” means a corporate action that a corporation ratifies in accordance with ORS 65.260 to 65.281.

      (3) “Date of the defective corporate action” means the date, or the approximate date, on which a corporation took a defective corporate action.

      (4) “Defective corporate action” means an action that, but for a failure of authorization, is within the corporation’s power to take and would have been within the corporation’s power to take at the time the corporation took the action.

      (5) “Effective date of validation” means, irrespective of a filing or the pendency of a judicial proceeding under ORS 65.281 and unless a court orders otherwise, the later of the time at which:

      (a) The members of the corporation approve a ratification of a defective corporate action or, if the ratification does not require member approval, the date on which the notice described in ORS 65.272 becomes effective in accordance with ORS 65.034; or

      (b) Articles of validation filed in accordance with ORS 65.278 become effective.

      (6) “Failure of authorization” means a failure to authorize, approve or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party if, and to the extent that, the failure renders the corporate action void or voidable. [2019 c.325 §11]

 

      65.263 Defective corporate action; ratification or validation; effective date. (1) A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS 65.266 or validates the defective corporate action in accordance with ORS 65.278.

      (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]

 

      65.266 Ratification by board of directors; procedure; submission to shareholders. (1) Except as provided in ORS 65.263 (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall:

      (a) Identify the defective corporate action the proposal seeks to ratify;

      (b) State the date on which the defective corporate action occurred;

      (c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and

      (d) State that the board of directors intends to ratify the defective corporate action.

      (2) If the board of directors proposes to ratify a defective corporate action that relates to the election under ORS 65.057 of an initial board of directors, a majority of the individuals who are exercising the powers of the corporation’s directors, in a notice of the proposal to ratify the defective corporate action, shall:

      (a) Identify the person or persons who first took action in the name of the corporation as the initial board of directors;

      (b) State the date on which, as appropriate, the person or persons:

      (A) First took the action; or

      (B) Were purportedly elected as the initial board of directors;

      (c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and

      (d) State that the board of directors intends to ratify the defective corporate action.

      (3) If the board of directors takes action to ratify a defective corporate action, the board shall submit the ratification to the members of the corporation, if any, for approval in accordance with ORS 65.269 if a provision of this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party requires member approval of the ratification or would have required member approval of the defective corporate action on the date of the defective corporate action.

      (4) Unless the proposal for ratification under subsection (1) of this section provides otherwise, after the board of directors ratifies the defective corporate action and the members, if required, approve the ratification, the board of directors may abandon the ratification at any time before the effective date of validation without further action from the members. [2019 c.325 §13]

 

      65.269 Quorum; notice to shareholders of proposed ratification. (1) Quorum and voting requirements that applied to the board of directors at the time a corporation took a defective corporate action apply also to the board of directors in taking an action to ratify the defective corporate action.

      (2)(a) Except as provided in paragraph (b) of this subsection, if the members of a corporation must, under ORS 65.266 (3), approve a ratification of a defective corporate action at a meeting, the corporation shall send notice of the meeting to each person, whether or not the person may vote, that is a member of the corporation on:

      (A) The record date for notice of the meeting; and

      (B) The date of the defective corporate action.

      (b) A corporation need not send notice to a person that is a member if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice.

      (3) A notice under subsection (2) of this section must:

      (a) State that the purpose, or one of the purposes, of the meeting is to consider an approval of the ratification of a defective corporate action.

      (b) Include a copy of the action the board of directors took in accordance with, or information required under, ORS 65.266.

      (c)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 65.281. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice.

      (B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 65.281, the notice must:

      (i) State the date on which the corporation anticipates that a person must bring an action; or

      (ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation.

      (4)(a) Except as provided in paragraph (b) of this subsection, if a board of directors’ ratification of a defective corporate action under ORS 65.266 requires member approval, the quorum and voting requirements that applied to members at the time the members approved the defective corporate action apply also to the members’ approval of the ratification of the defective corporate action.

      (b) Member approval of a ratification of an election of a director requires that at a meeting at which a quorum is present the number of votes that members cast that favor the ratification exceeds the number of votes that members cast that oppose the ratification. [2019 c.325 §14]

 

      65.272 Notice of ratification by board of directors. (1)(a) Except as provided in paragraph (b) of this subsection, unless the members of a corporation must approve a ratification of a defective corporate action under ORS 65.266 (3), the corporation shall send notice of the ratification to each person, whether or not the person may vote, that is a member of the corporation on:

      (A) The later of the date on which the board of directors ratified the defective corporate action or the members approved the ratification; and

      (B) The date of the defective corporate action.

      (b) A corporation need not send notice to a person that is a member of the corporation if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice.

      (2) A notice under subsection (1) of this section must:

      (a) Provide a copy of the action the board of directors took and the information required under ORS 65.266.

      (b)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 65.281. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice.

      (B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 65.281, the notice must:

      (i) State the date on which the corporation anticipates that a person must bring an action; or

      (ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation.

      (3) A corporation need not send a notice under this section with respect to a ratification that the corporation must submit to members for approval if the corporation sends notice in accordance with ORS 65.269.

      (4) A corporation may send a notice required under this section by any method permitted under ORS 65.034. [2019 c.325 §15]

 

      65.275 Corrected corporate action; validity; effective date. (1) On and after the date on which a corporation ratifies a defective corporate action under ORS 65.266 or validates a defective corporate action under ORS 65.278, the defective corporate action becomes a corrected corporate action and, notwithstanding the 120-day period provided in ORS 65.281 for challenges to the ratification, a corrected corporate action is not void or voidable and is effective as of the date of the defective corporate action.

      (2) A defective corporate action that results directly or indirectly from a previous defective corporate action, or a corporate action that a corporation takes in reliance on the previous defective corporate action, is valid and effective as of the date the corporation took the corporate action or the defective corporate action if the corporation ratified the previous defective corporate action under ORS 65.266 or validated the previous defective corporate action under ORS 65.278.

      (3) A corporation’s ratification, validation or other approval of a corporate action under ORS 65.260 to 65.281 and a determination, finding, order or judgment in a proceeding under ORS 65.281 does not affect a cause of action or remedy, other than a cause of action or remedy under ORS 65.281, that relates to the corporate action or the corporation’s ratification, validation or other approval of the corporate action under ORS 65.260 to 65.281. [2019 c.325 §16]

 

      65.278 Articles of validation; filing with Secretary of State. (1) If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of State’s filing the articles of validation amends, supplements or replaces, as appropriate, any previous filing with respect to the defective corporate action.

      (2) Articles of validation must:

      (a) Describe the defective corporate action that the articles of validation seek to amend, supplement or replace;

      (b) Specify the date of the defective corporate action;

      (c) Specify the nature of the failure of authorization;

      (d) State that the corporation’s board of directors ratified the defective corporate action and that, if necessary, the members approved the ratification;

      (e) List the dates of ratification and approval; and

      (f) State the information provided in a notification under ORS 65.266.

      (3)(a) If a corporation previously filed a document related to a defective corporate action but the articles of validation a corporation submits for filing under subsection (1) of this section do not need to change any information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:

      (A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and

      (B) Include a copy of the previously filed document.

      (b) If a corporation previously filed a document related to a defective corporate action and the articles of validation a corporation submits for filing under subsection (1) of this section must change information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:

      (A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and

      (B) Include a copy of the previously filed document together with a document that specifies the necessary corrections to the previously filed document.

      (c) If a corporation did not previously file a document related to a defective corporate action that a provision of this chapter would have required to be filed to give effect to the defective corporate action, the articles of validation a corporation submits for filing under subsection (1) of this section must have the information required under subsection (2) of this section and must include the document the corporation should have filed previously. [2019 c.325 §17]

 

      65.281 Judicial review of corporate action; persons permitted to seek review. (1)(a) Subject to subsection (2) of this section, a circuit court of this state may:

      (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]

 

DIRECTORS AND OFFICERS

 

(Board of Directors)

 

      65.301 Requirement for and duties of board. (1) Each corporation must have a board of directors.

      (2) The board of directors shall exercise, or delegate or otherwise authorize the exercise of, all corporate powers and shall direct the management of the corporation’s affairs, subject to any limitation set forth in the articles of incorporation. The board of directors shall retain authority over an exercise of corporate powers that the board delegates or authorizes under this section. [1989 c.1010 §70; 2019 c.174 §51]

 

      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 a corporation has members entitled to vote for directors, all the directors, except the initial directors, must be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation 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 a corporation does not have members entitled to vote for directors, all the directors, except the initial directors, must be elected, appointed or designated as provided in the articles of incorporation or bylaws. If the articles of incorporation or bylaws do not set forth a method of election, appointment or designation, the directors, other than the initial directors, must be elected by the board.

      (3) If a corporation does not have directors and does not have members who can elect directors, a circuit court of this state may appoint one or more directors at the Attorney General’s request. [1989 c.1010 §73; 2019 c.174 §52]

 

      65.314 Terms of directors generally. (1) A corporation’s articles of incorporation or bylaws may specify the terms of directors. Except for designated directors or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director is 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 of incorporation 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 that the 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; 2019 c.174 §53]

 

      65.317 Staggered terms for directors. A corporation’s articles of incorporation 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; 2019 c.174 §54]

 

      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) Unless a corporation’s articles of incorporation or bylaws provide otherwise:

      (a) The members of the corporation may remove one or more directors the members elected with or without cause unless the articles of incorporation provide that removing a director requires cause.

      (b) 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.

      (c) A director may be removed under paragraph (a) or (b) of this subsection by a majority of the votes cast.

      (2) Members of a corporation may remove a director the members elected only at a special meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one of the purposes, of the meeting is to remove the director.

      (3) An entire board of directors may be removed under subsection (1)(a) or (b) of this section.

      (4) Unless a corporation’s articles of incorporation or bylaws provide that removing a director requires cause, a director elected by the board of directors may be removed with or without cause by a vote of a majority of the directors then in office or by a greater number as set forth in the articles of incorporation or bylaws. A director elected by the board to fill the vacancy of a director elected by the members may be removed by the voting members or the directors.

      (5) If at the beginning of a director’s term on the board, the articles of incorporation or bylaws provide that the director may be removed for missing more than a specified number of meetings or for reasons set forth in the articles of incorporation or bylaws, a majority of the directors may remove the director for such reasons.

      (6) The articles of incorporation 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 of directors or any person may remove with or without cause a director elected by the members or the board. [1989 c.1010 §77; 2019 c.174 §55]

 

      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 the corporation’s registered office was last located, may remove any director of the corporation from office in a proceeding commenced by the corporation, by at least 10 percent of the members of any class entitled to vote for directors, or by 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 or 65.377; 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 of directors for a period prescribed by the court.

      (3) If members or the Attorney General commences a proceeding under subsection (1) of this section, the corporation must be made a party defendant.

      (4) A public benefit corporation or the members of the public benefit corporation who commence a proceeding under subsection (1) of this section shall give the Attorney General written notice of the proceeding.

      (5) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section. [1989 c.1010 §79; 2019 c.174 §56]

 

      65.331 Removal of designated or appointed directors. (1) A designated director may be removed by an amendment to the articles of incorporation or bylaws that deletes or changes the designation.

      (2)(a) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person that appointed the director or by the board of directors.

      (b) The person that removes the appointed director shall give written notice of the removal to the appointed director and, if the person that removes the appointed director is the person that appointed the director, to either the presiding officer of the board or the corporation’s president or secretary.

      (c) Removal of an appointed director is effective when the notice is effective under ORS 65.034 unless the notice specifies a future effective date. [1989 c.1010 §78; 2019 c.174 §57]

 

      65.334 Vacancy on board. (1) Unless a corporation’s articles of incorporation 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 the vacancy 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, the board of directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

      (2) Unless the articles of incorporation 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 must be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable provision in the articles of incorporation or bylaws, the board of directors may not fill the vacancy.

      (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; 2019 c.174 §58]

 

      65.335 Compensation of directors. Unless a corporation’s articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. [1989 c.1010 §81; 2019 c.174 §59]

 

(Meetings and Action of Board)

 

      65.337 Regular and special meetings. (1) If the time and place of a board of directors’ meeting is fixed by the bylaws, or is scheduled by the board of directors in a manner that informs all directors of the time and place without additional notice, 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 of incorporation 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 all directors participating may simultaneously communicate during the meeting.

      (4) If a meeting is conducted in accordance with subsection (3) of this section:

      (a) All participating directors must be informed that a meeting is taking place at which official business may be transacted; and

      (b) A director participating in the meeting is, for the purposes of transacting any official business, present in person at the meeting. [1989 c.1010 §82; 2005 c.161 §1; 2019 c.174 §60]

 

      65.341 Action without meeting. (1) Unless the articles of incorporation or bylaws specify that a board of directors’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a 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 must 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.

      (2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.

      (3) A consent signed under this section has the effect of a meeting vote and may be described as a meeting vote in any document. [1989 c.1010 §83; 2005 c.161 §2; 2019 c.174 §61]

 

      65.344 Call and notice of meetings. (1) Unless the articles of incorporation, bylaws or this chapter provides otherwise, regular meetings of the board of directors may be held without additional 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, a corporation shall give notice of the date, time and place of special meetings of the board of directors to each director in accordance with ORS 65.034 and at least two days before the meeting. Unless the articles of incorporation, bylaws or this chapter provides otherwise, the notice need not describe the purposes of the special meeting.

      (3) Unless the articles of incorporation or bylaws provide otherwise, the presiding officer of the board of directors, 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; 2019 c.174 §62]

 

      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 and may be a document that is transmitted electronically. The waiver must also 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; 2019 c.174 §63]

 

      65.351 Quorum and voting. (1) Unless the articles of incorporation or bylaws require a greater number or a lesser number than the number authorized under subsection (2) of this section, a quorum of a board of directors consists of a majority of the number of directors 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 number of directors in office immediately before a meeting begins.

      (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. Each director has one vote and may not vote by proxy.

      (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 the meeting’s adjournment or to the corporation immediately after the meeting adjourns. 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; 2019 c.174 §64]

 

      65.354 Committees. (1)(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees that exercise the authority of the board. The board may appoint directors to serve on a committee or designate the method of selecting committee members. Each committee must consist of two or more directors, who serve at the pleasure of the board. Only a director may serve as a voting member of a committee.

      (b) The creation of a committee and appointment of directors to the committee or designation of a method of selecting committee members under this subsection 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 of incorporation or bylaws to take action under ORS 65.351.

      (2)(a) The board of directors may create committees to advise the board or otherwise serve the corporation. The board may appoint individuals to serve on a committee or specify a method for selecting committee members. A member of a committee the board creates under this subsection may be, but need not be, a director or a member of the corporation.

      (b) A committee the board creates under this subsection may not exercise the authority of the board of directors.

      (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, also apply to committees and committee members.

      (4) Except as provided in subsections (2)(b) and (5) of this section, to the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee of the board may exercise the authority of the board of directors.

      (5) A committee the board creates under this section 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 the board’s committees; or

      (d) Adopt, amend or repeal the articles of incorporation 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; 2019 c.174 §65]

 

(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 directors of which the director is not a member, as to matters within the committee’s 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 the corporation’s members may be eliminated or limited in the corporation’s articles of incorporation to the extent provided in ORS 65.047 (2)(c). [1989 c.1010 §88; 2019 c.174 §66]

 

      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 the corporation enters into the transaction. A transaction is presumed to be fair if the transaction is approved as provided in subsection (2) or (3) of this section.

      (2) A transaction in which a director of a public benefit corporation 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:

      (A) The Attorney General; or

      (B) The circuit court in an action in which the Attorney General is joined as a 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 transaction and the director’s interest were disclosed or known to the members and the members 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;

      (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; or

      (c) A person who is related to the director or a business associate of the director is a party to the transaction.

      (5) For purposes of subsections (2) and (3) of this section, a conflict of interest transaction is authorized, approved or ratified if the transaction 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 the transaction 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 of incorporation, bylaws or a resolution of the board may impose additional requirements on conflict of interest transactions. [1989 c.1010 §89; 2019 c.174 §67]

 

      65.364 Loans to or guarantees for directors and officers. (1) A public benefit corporation or religious corporation 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 the corporation’s articles of incorporation or bylaws, a public benefit corporation 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 public benefit corporation or religious 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 public benefit corporation or religious 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 mutual benefit 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 mutual benefit corporation’s board of directors determines that the loan or guarantee benefits the mutual benefit 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; 2019 c.174 §68]

 

      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 (5), 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 100.627, 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; 2011 c.270 §2]

 

(Officers)

 

      65.371 Required officers. (1) A corporation must have a president, a secretary, a treasurer and such other officers as are elected or appointed by the board of directors or by any other person as the articles of incorporation or bylaws may authorize, provided that the articles of incorporation or bylaws may designate other titles in lieu of president, secretary and treasurer.

      (2) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the board of directors’ meetings and membership meetings and for authenticating records of the corporation.

      (3)(a) Except as provided in paragraph (b) of this subsection, the same individual may simultaneously hold more than one office in a corporation and an officer may be, but need not be, a member of the board of directors.

      (b) The same individual may not serve simultaneously as the president, secretary and treasurer of a public benefit corporation. [1989 c.1010 §93; 1991 c.231 §7; 2019 c.174 §69]

 

      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 the corporation’s members may be eliminated or limited in the corporation’s articles of incorporation to the extent provided in ORS 65.047 (2)(c). [1989 c.1010 §95; 2019 c.174 §70]

 

      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 specifies a later effective date and the corporation accepts the later effective date, the corporation’s board of directors or any other person authorized under the articles of incorporation 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 of incorporation 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; 2019 c.174 §71]

 

      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 against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director 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 was not opposed to the corporation’s best interests; and

      (c) In the case of a criminal proceeding, the individual did not have 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) Terminating a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or the equivalent of nolo contendere does not, of itself, determine 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 in connection with:

      (a) A proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

      (b) A proceeding that charged the director with and adjudged the director liable for improperly receiving a personal benefit.

      (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.

      (6)(a) A corporation that provides indemnification to a director in accordance with the corporation’s articles of incorporation or bylaws may not amend the articles of incorporation or bylaws so as to eliminate or impair the director’s right to indemnification after an act or omission occurs that subjects the director to a proceeding or to liability for which the director seeks indemnification under the terms of the articles of incorporation or bylaws.

      (b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to indemnification if at the time the act or omission occurred the corporation’s articles of incorporation or bylaws explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1989 c.1010 §99; 2011 c.227 §5]

 

      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 the director is ultimately determined not to have met 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) An 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.

      (4)(a) A corporation that authorizes payments in accordance with subsection (3) of this section may not amend or rescind the articles of incorporation, bylaws or resolution that authorizes the payments so as to eliminate or impair a director’s right to payments after an act or omission occurs that subjects the director to a proceeding for which the director seeks payment.

      (b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to payments if at the time the act or omission occurred the corporation’s articles of incorporation, bylaws or resolution explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1989 c.1010 §101; 2011 c.227 §6]

 

      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 the corporation’s 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 Secretary of State as a public benefit corporation or religious corporation may amend or restate the public benefit corporation’s or religious corporation’s articles of incorporation so that the public benefit corporation or religious corporation 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; 2019 c.174 §72]

 

      65.434 Amendment by directors. (1) Unless a corporation’s articles of incorporation provide otherwise, the corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without member approval:

      (a) To extend the duration of the corporation if the corporation 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 Secretary of State;

      (d) To delete the mailing address if an annual report has been filed with 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 corporation, mutual benefit corporation 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 does not have members entitled to vote on articles of incorporation, the corporation’s incorporators, until directors have been chosen, and thereafter the corporation’s board of directors, may adopt one or more amendments to the corporation’s articles of incorporation 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 must 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 of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Unless the articles of incorporation 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 voting on the amendment. [1989 c.1010 §108; 1991 c.231 §10; 2019 c.174 §73]

 

      65.437 Amendment by board of directors and members. (1) Unless this chapter, the articles of incorporation, bylaws, the members acting in accordance with subsection (2) of this section or the board of directors acting in accordance with subsection (3) of this section require a greater vote or voting by class, adopting an amendment to a corporation’s articles of incorporation requires approval:

      (a) By the board if the corporation is a public benefit corporation 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 of incorporation of a mutual benefit corporation by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, and for articles of incorporation of a public benefit corporation or religious corporation a majority of the votes cast; and

      (c) In writing by any person or persons whose approval is required for an amendment to the articles of incorporation as authorized by ORS 65.467.

      (2) The members entitled to vote on articles of incorporation may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis.

      (3) If the board of directors initiates an amendment to the articles of incorporation or board approval is required by subsection (1) of this section to adopt an amendment to the articles of incorporation, 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 the amendment be submitted to a vote at a meeting of members, which may be either an annual or special meeting.

      (4) If the board of directors or the members entitled to vote on articles of incorporation 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 of directors or the members entitled to vote on articles of incorporation seek to have the amendment approved by such members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment. [1989 c.1010 §109; 2019 c.174 §74]

 

      65.439 Amendment of articles of incorporation of public benefit corporation. If a public benefit corporation has not conducted a meeting of the members and if members have not actively participated in the public benefit corporation’s affairs for three years or more, the public benefit corporation’s board of directors may act in accordance with ORS 65.434 to amend the articles of incorporation to state that the public benefit corporation does not have members if:

      (1) The board first notifies any known members and posts a notice on the public benefit corporation’s website or otherwise gives comparable notice to the public of the proposed amendment to the articles of incorporation; and

      (2) The board does not receive an objection from any member within 30 days after the date of the notice. [2019 c.174 §6]

 

      65.441 Class voting by members on amendments. (1) In a public benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would affect the rights of the class as to voting in a manner different from the manner in which 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 of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would:

      (a) Affect the rights, privileges, preferences, restrictions or conditions of the class as to voting, dissolution, redemption or transfer of memberships in a manner different from the manner in which the amendment would affect another class;

      (b) Change the rights, privileges, preferences, restrictions or conditions of the 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 the class;

      (d) Increase the number of memberships authorized for another class;

      (e) Effect an exchange, reclassification or termination of the memberships of the class; or

      (f) Authorize a new class of memberships.

      (3) In a religious corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation only if a class vote is provided for in the articles of incorporation 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 incorporation of a public benefit corporation or mutual benefit corporation, the amendment must be approved by the members of each class entitled to vote on articles of incorporation that would be created by the amendment.

      (5)(a) Except as provided in the articles of incorporation or bylaws of a mutual benefit corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by the members of the class entitled to vote on articles of incorporation by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

      (b) Except as provided in the articles of incorporation or bylaws of a public benefit corporation or religious corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by a majority of the members of the class entitled to vote on articles of incorporation.

      (6) A class of members of a public benefit corporation or mutual benefit corporation is entitled to the voting rights granted by this section although the articles of incorporation and bylaws provide that the class may not vote on the proposed amendment. [1989 c.1010 §110; 2019 c.174 §75]

 

      65.447 Articles of amendment. A corporation amending the corporation’s articles of incorporation shall deliver for filing to 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 of incorporation 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 of incorporation, the board of directors or the incorporators is required pursuant to ORS 65.467, a statement that the approval was obtained. [1989 c.1010 §111; 2019 c.174 §76]

 

      65.451 Restated articles of incorporation. (1) A corporation’s board of directors may restate the corporation’s articles of incorporation at any time with or without approval by the members entitled to vote on articles of incorporation or any other person.

      (2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members entitled to vote on articles of incorporation or any other person, the restatement 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 of incorporation at a membership meeting, the corporation shall give to the members entitled to vote on articles of incorporation written 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 the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change the restatement would make in the articles of incorporation.

      (4) If the board of directors seeks to have the restatement approved by the members entitled to vote on articles of incorporation by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change the restatement would make in the articles of incorporation.

      (5) A restatement requiring approval by the members entitled to vote on articles of incorporation must be approved by the same vote as an amendment to articles of incorporation under ORS 65.437.

      (6) A corporation restating the corporation’s articles of incorporation shall deliver to 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 of incorporation requiring approval by the members entitled to vote on articles of incorporation or any other person other than the board of directors and, if the restatement does not, that the board of directors adopted the restatement, or if the restatement contains an amendment to the articles of incorporation requiring approval by the members entitled to vote on articles of incorporation, the information required by ORS 65.447; and

      (b) If the restatement contains an amendment to the articles of incorporation 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 must include all statements required to be included in original articles of incorporation except that a statement is not 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 Secretary of State.

      (8) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation.

      (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; 2019 c.174 §77]

 

      65.454 Amendment pursuant to court order. (1) A corporation’s articles of incorporation may be amended without approval by the board of directors, approval by the members entitled to vote on articles of incorporation 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 to correct the statement in the articles of incorporation or the annual report with regard to whether the corporation is a public benefit corporation or mutual benefit corporation or, subject to the provisions of ORS 65.042, a religious corporation.

      (2) The articles of incorporation after amendment must 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 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; 2019 c.174 §78]

 

      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. A corporation that does not have members with the power to vote on bylaws shall amend the corporation’s bylaws only as provided in this section. The corporation’s incorporators, until directors have been chosen, and thereafter the corporation’s board of directors may adopt one or more amendments to the corporation’s bylaws subject to any approval required under ORS 65.467. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice must 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 must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. [1989 c.1010 §115; 2019 c.174 §79]

 

      65.464 Amendment by directors and members. Except as provided in ORS 65.241 and 65.244:

      (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 the power to amend or repeal 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 the corporation’s board of directors. [1989 c.1010 §116; 2019 c.174 §80]

 

      65.467 Approval by third persons. A corporation’s articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors. A provision of the articles of incorporation that has this requirement may not be amended without the approval in writing of the specified person or persons. [1989 c.1010 §117; 2019 c.174 §81]

 

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 in which 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, in a proceeding in which the Attorney General has been given written notice, a public benefit corporation or religious corporation may merge only with:

      (a) A public benefit corporation or religious corporation;

      (b) A foreign corporation that would qualify under this chapter as a public benefit corporation or religious corporation;

      (c) A wholly owned foreign corporation or domestic business corporation or mutual benefit corporation, provided the public benefit corporation or religious corporation is the surviving corporation and continues to be a public benefit corporation or religious corporation after the merger; or

      (d) A foreign corporation or domestic business corporation or mutual benefit corporation, provided that:

      (A) On or before 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 corporation or religious corporation or the fair market value of the public benefit corporation or religious corporation if the public benefit corporation or religious corporation were to be operated as a business concern are transferred or conveyed to one or more persons that would have received the assets of the public benefit corporation or religious corporation under ORS 65.637 (1)(e) and (f) had the public benefit corporation or religious corporation dissolved;

      (B) The public benefit corporation or religious corporation shall return, transfer or convey any assets the public benefit corporation or religious corporation holds 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 corporation 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) The public benefit corporation or religious corporation must deliver notice and a copy of the proposed plan of merger to the Attorney General at least 20 days before the public benefit corporation or religious corporation files articles of merger.

      (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, a member of a public benefit corporation or religious corporation may not receive or keep anything as a result of a merger other than a membership in the surviving public benefit corporation or religious corporation. Approval or consent that is required by this section must be given if the transaction is consistent with the purposes of the public benefit corporation or religious corporation or is otherwise in the public interest. [1989 c.1010 §119; 2019 c.174 §82]

 

      65.487 Action on plan of merger by board, members and third persons. (1) Unless this chapter, a corporation’s articles of incorporation, bylaws or the corporation’s board of directors or members, acting in accordance with 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 of directors;

      (b) By the members of a mutual benefit corporation 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, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation; and

      (c) In writing by any person or persons whose approval is required for an amendment to the articles of incorporation or bylaws by a provision of the articles of incorporation or bylaws as authorized by ORS 65.467.

      (2) Unless the articles of incorporation or bylaws provide for, or the board of directors or members acting in accordance with subsection (3) of this section require, a greater vote or voting by class, and if the corporation does not have members entitled to vote on the merger, the board of directors must approve the merger. The corporation shall provide notice of any board of 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 the board’s submission of the proposed merger to a vote of members, and the members entitled to vote on the merger may condition the members’ approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis.

      (4) If the board of directors seeks to have the members approve the plan at a membership meeting, the corporation shall give notice to the corporation’s members of the proposed 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 must 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 must 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 must include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.

      (5) If the board seeks to have the members approve the plan by written consent or written ballot, the material soliciting the approval must 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 must 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 must include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.

      (6) Unless the articles of incorporation or bylaws provide for, or the board of directors or members acting in accordance with subsection (3) of this section require, a greater vote or voting by class, 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 must be approved by a class of members of a mutual benefit corporation by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation.

      (7) After a plan of merger is approved, 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 the plan does not set forth a procedure, in the manner determined by the board of directors. [1989 c.1010 §120; 2019 c.174 §83]

 

      65.491 Articles and plan of merger. (1) After the board of directors of each merging corporation and, if required under ORS 65.487, the members of each merging corporation and any other persons that must approve a plan of merger approve the plan, the surviving corporation shall deliver to the Secretary of State for filing:

      (a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger;

      (b) A plan of merger or, in lieu of a plan of merger, a written declaration that:

      (A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and

      (B) States that the surviving entity will provide any owner or shareholder of any constituent entity with a copy of the plan of merger upon request and at no cost;

      (c) A written declaration that:

      (A) States that a sufficient vote of the board of directors of each corporation approved the plan of merger, if the approval of members was not required; or

      (B) Sets forth, if the members of one or more corporations were required to approve the plan of merger:

      (i) The designation and number of members of each class entitled to vote separately on the plan and the number of votes each class is entitled to cast; and

      (ii) The total number of votes that each class entitled to vote separately on the plan cast for and against the plan;

      (d) A written declaration that states that a person or persons other than the members of the board approved the plan, if required under ORS 65.487 (1)(c); and

      (e) A written declaration that states that the Attorney General approved the plan, if the plan required the Attorney General’s approval.

      (2) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed. [1989 c.1010 §121; 2015 c.28 §5; 2019 c.174 §84]

 

      65.494 Effect of merger. When a merger takes effect:

      (1) Each corporation that was a party to the merger merges into the surviving corporation and the separate existence of each corporation except the surviving corporation ceases;

      (2) The title to all real estate and other property owned by each corporation that was a party to the merger is vested in the surviving corporation without reversion or impairment and is subject to any and all conditions to which the property was subject before the merger;

      (3) The surviving corporation has all liabilities and obligations of each corporation that was a party to the merger;

      (4) The surviving corporation remains subject to any restriction that a gift instrument imposes on assets that any party to the merger holds;

      (5) A proceeding pending against any corporation that was a 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;

      (6) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger; and

      (7) The memberships or shares of each nonprofit corporation, domestic business corporation or foreign business corporation that was a party to the merger that are to be converted into memberships, obligations, shares or other securities of the surviving corporation 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; 2019 c.174 §85]

 

      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 [1989 c.1010 §124; repealed by 2019 c.174 §113]

 

      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 the corporation’s property, with or without the goodwill, other than in the usual and regular course of the corporation’s 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 of incorporation, bylaws or the board of directors or members, acting in accordance with 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 of directors;

      (b) By the members of a mutual benefit corporation 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, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation; and

      (c) In writing by any person or persons whose approval is required for an amendment to the articles of incorporation or bylaws by a provision of the articles of incorporation as authorized by ORS 65.467.

      (3) If the corporation does not have members entitled to vote on the transaction, the board of directors must approve the transaction. In addition, the corporation shall provide notice of any board of 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 must contain or be accompanied by a description of the transaction.

      (4) The board of directors may condition the board’s submission of the proposed transaction to a vote of members, and the members entitled to vote on the transaction may condition the members’ 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 the corporation’s members of the proposed 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 must 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 must contain or be accompanied by a description of the transaction.

      (7) A public benefit corporation or religious corporation must give written notice to the Attorney General 30 days before the public benefit corporation or religious corporation sells, leases, exchanges or otherwise disposes of all or substantially all of the public benefit corporation’s or religious corporation’s property unless the transaction is in the usual and regular course of the public benefit corporation’s or religious corporation’s activities or the Attorney General has given the public benefit corporation or religious 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; 2019 c.174 §86]

 

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 the corporation’s articles of incorporation or bylaws:

      (1) A mutual benefit corporation may purchase the mutual benefit corporation’s memberships and, under the circumstances indicated in ORS 65.147 and 65.171, a public benefit corporation or religious corporation may purchase the public benefit corporation’s or religious corporation’s memberships, if after the purchase is completed:

      (a) The corporation would be able to pay the corporation’s debts as they become due in the usual course of the corporation’s activities; and

      (b) The corporation’s total assets would at least equal the sum of the corporation’s 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 that is a religious corporation or public benefit corporation or to a foreign nonprofit corporation that, if incorporated in this state, would qualify as a religious corporation or public benefit corporation. [1989 c.1010 §129; 2019 c.174 §87]

 

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 corporation’s articles of incorporation or bylaws, dissolve the corporation by delivering articles of dissolution to 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; 2019 c.174 §88]

 

      65.624 Dissolution by directors, members and third persons. (1) Unless a corporation’s articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if the dissolution is approved:

      (a) By the board of directors;

      (b) By the members of a mutual benefit corporation 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, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation; and

      (c) In writing, by any person or persons whose approval is required for an amendment of the articles of incorporation or bylaws, as authorized by ORS 65.467, or for dissolution.

      (2) If the corporation does not have members entitled to vote on dissolution, the board of directors must approve the dissolution and may do so even if the board does not have a quorum. 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 must contain or be accompanied by a copy or summary of the plan of dissolution.

      (3) The board of directors may condition the board’s submission of the proposed dissolution to a vote of members, and the members may condition the members’ approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.

      (4) If the board of directors 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 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 must contain or be accompanied by a copy or summary of the plan of dissolution.

      (5) If the board of directors seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan of dissolution.

      (6) The plan of dissolution must 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; 2019 c.174 §89]

 

      65.627 Transfer or conveyance of assets as part of dissolution; notice to Attorney General. (1) A public benefit corporation or religious corporation may not transfer or convey assets as part of a dissolution until 30 days after the public benefit corporation or religious corporation has notified the Attorney General in accordance with subsection (2) of this section or until the Attorney General in writing has consented to the transfer or conveyance or indicated that the Attorney General will not take action with respect to the transfer or conveyance, whichever is earlier.

      (2) A public benefit corporation or religious corporation shall give the Attorney General written notice that the public benefit corporation or religious corporation intends to dissolve at or before the time the public benefit corporation or religious corporation delivers articles of dissolution to the Secretary of State. The notice must include a copy or summary of the plan of dissolution.

      (3) After all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board of directors shall deliver to the Attorney General a list showing the persons to whom the assets were transferred or conveyed. The list must indicate the addresses of each person who received assets and indicate what assets each received. [1989 c.1010 §132; 2019 c.174 §90]

 

      65.631 Articles of dissolution. (1) At any time after dissolution is authorized, a corporation may dissolve by delivering to 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 of directors;

      (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 corporation or religious corporation, that the notice to the Attorney General required by ORS 65.627 has been given.

      (2) A corporation is dissolved upon the effective date of the corporation’s articles of dissolution. [1989 c.1010 §133; 2019 c.174 §91]

 

      65.634 Revocation of dissolution. (1) A corporation may revoke the corporation’s dissolution within 120 days after the effective date of the dissolution.

      (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 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, the revocation relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on the corporation’s activities as if dissolution had never occurred. [1989 c.1010 §134; 2019 c.174 §92]

 

      65.637 Effect of dissolution. (1) A dissolved corporation continues the corporation’s corporate existence but may not carry on any activities except activities that are appropriate to wind up and liquidate the corporation’s affairs, including:

      (a) Preserving and protecting the corporation’s assets and minimizing the corporation’s liabilities;

      (b) Discharging or providing for discharging the corporation’s liabilities and obligations;

      (c) Disposing of the corporation’s properties that will not be distributed in kind;

      (d) Returning, transferring or conveying assets in accordance with a condition under which the corporation holds the assets subject to a requirement to return, transfer or convey the assets, if the condition occurs by reason of the dissolution;

      (e) Transferring, subject to any contractual or legal requirements, the corporation’s assets as provided in or authorized by the corporation’s articles of incorporation or bylaws;

      (f) If the corporation is a public benefit corporation or religious corporation, and the corporation has not provided in the corporation’s articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirement, the corporation’s assets to one or more persons described in ORS 65.001 (38)(b);

      (g) If the corporation is a mutual benefit corporation and the corporation has not provided in the corporation’s articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirements, the corporation’s assets to the corporation’s members or, if the corporation has no members, to those persons whom the corporation purports to benefit or serve;

      (h) Adopting a plan of merger; and

      (i) Doing other acts necessary to liquidate the corporation’s assets and wind up the corporation’s affairs.

      (2) Dissolution of a corporation does not:

      (a) Transfer title to the corporation’s property;

      (b) Subject the corporation’s directors or officers to standards of conduct different from the standards prescribed in ORS 65.301 to 65.414;

      (c) Change quorum or voting requirements for the corporation’s board of directors or members, change provisions for selection, resignation or removal of the corporation’s directors or officers, or both, or change provisions for amending the corporation’s bylaws;

      (d) Prevent commencement of a proceeding by or against the corporation in the corporation’s 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; 2011 c.147 §13; 2013 c.158 §30; 2013 c.274 §12; 2019 c.174 §93]

 

      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 the corporation’s dissolution and request that persons with claims against the corporation present the claims in accordance with the notice.

      (2) The dissolved corporation must publish the notice:

      (a) 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 the dissolved corporation’s registered office is or was last located; or

      (b) On the dissolved corporation’s website or in another location where the dissolved corporation maintains an electronic presence, if the website or other location will remain accessible to the public for at least 30 days.

      (3) A notice that a dissolved corporation publishes under subsection (2) of this section must:

      (a) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

      (b) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.

      (4) If the dissolved corporation publishes a 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 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.

      (5) A claim may be enforced under this section:

      (a) Against the dissolved corporation, to the extent of the dissolved corporation’s undistributed assets; or

      (b) Against any person, other than a creditor of the dissolved corporation, to whom the dissolved corporation distributed the dissolved corporation’s 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 dissolved corporation paid on behalf of the dissolved corporation by that distributee after the date of distribution. [1989 c.1010 §137; 2019 c.174 §94]

 

(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 of the grounds that the Secretary of State has determined to be a ground for the dissolution 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 the corporation’s corporate existence but may not carry on any activities except those necessary or appropriate to wind up and liquidate the corporation’s affairs under ORS 65.637 and notify the corporation’s claimants under ORS 65.641 and 65.644.

      (4) The administrative dissolution of a corporation does not terminate the authority of the corporation’s registered agent. [1989 c.1010 §139; 1993 c.190 §6; 2013 c.159 §11]

 

      65.654 Reinstatement following administrative dissolution. (1) A corporation that the Secretary of State 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 the corporation’s 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 effective, the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on the corporation’s activities as if the administrative dissolution had never occurred.

      (4) The Secretary of State may waive the requirement under subsection (1) of this section that the corporation apply for reinstatement within five years after the date of administrative dissolution if the corporation requests the waiver and provides evidence of the corporation’s continued existence as an active concern during the period of administrative dissolution. [1989 c.1010 §140; 1995 c.215 §14; 2009 c.339 §1; 2011 c.147 §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) A circuit court may dissolve a corporation:

      (a) In a proceeding by the Attorney General if the court finds that:

      (A) The corporation filed articles of incorporation with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud;

      (B) The corporation has exceeded or abused the authority conferred upon the corporation 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;

      (E) The corporation is a public benefit corporation and is no longer able to carry out the public benefit corporation’s purposes or the Internal Revenue Service has revoked the public benefit corporation’s tax exempt status; or

      (F) The corporation is a shell entity. For purposes of this subparagraph:

      (i) A court may find that a corporation is a shell entity if the court determines that the corporation was used or incorporated for an illegal purpose, was used or incorporated to defraud or deceive a person or a governmental agency or was used or incorporated to fraudulently conceal any business activity from another person or a governmental agency; and

      (ii) The Attorney General may make a prima facie showing that a corporation is a shell entity by stating in an affidavit that:

      (I) The corporation did not provide a name or address required by the Secretary of State, or the name or address the corporation provided was false, fraudulent or inadequate;

      (II) The corporation’s articles of incorporation, a record the corporation must keep under ORS 65.771 or the corporation’s annual report is false, fraudulent or inadequate;

      (III) A public body, as defined in ORS 174.109, attempted to communicate with, or serve legal process upon, the corporation at the address or by means of other contract information the corporation provided to the Secretary of State, but the corporation failed to respond; or

      (IV) The Attorney General has other evidence that shows that the corporation was used or incorporated for an illegal purpose, was used or incorporated to defraud or deceive a person or a governmental agency or was used or incorporated to fraudulently conceal any business activity from another person or a governmental agency.

      (b) Except as provided in the articles of incorporation 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 of incorporation, if the court finds 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 public benefit corporation or religious corporation and is no longer able to carry out the public benefit corporation’s or religious corporation’s purposes;

      (c) In a proceeding by a creditor if the court finds 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 the corporation’s voluntary dissolution continued under court supervision.

      (2) Before dissolving a corporation, the court shall consider whether:

      (a) Reasonable alternatives to dissolution exist;

      (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.

      (3) In addition to subjecting a corporation to dissolution under subsection (1)(a)(F) of this section, a finding that a corporation is a shell entity has the following effects:

      (a) A court may rebuttably presume that the corporation’s filings with the Secretary of State constitute a false claim, as defined in ORS 180.750, in any action the Attorney General brings against the corporation under ORS 180.760 and may award to the Attorney General reasonable attorney fees and the costs of investigation, preparation and litigation if the Attorney General prevails in the action; and

      (b) A public body, as defined in ORS 174.109, in any proceeding against the corporation, may move to enjoin a director, officer or other person that exercises significant direction or control over the corporation from engaging in commercial activity in this state, including but not limited to incorporating or organizing an entity in this state.

      (4) A corporation may affirmatively defend against an allegation that the corporation is a shell entity by showing that the corporation, within 60 days after receiving a request to provide or correct a name, address or other information required for a filing or in articles of incorporation, a record the corporation must keep or an annual report, or within 60 days after the date of a request to respond to a communication or service of process, provided or corrected the name, address or other information or responded to the communication or service of process. [1989 c.1010 §142; 2019 c.174 §95]

 

      65.664 Procedure for judicial dissolution. (1) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County, in Multnomah County or in the county where a corporation’s principal office is located or, if the principal office is not in this state, where the corporation’s registered office is or was last located. A party named in ORS 65.661, other than the Attorney General, must bring a proceeding to dissolve a corporation in the county where the corporation’s principal office is located or, if the principal office is not in this state, in the county where the corporation’s registered office is or was last located.

      (2) Directors or members are not necessary parties to a proceeding to dissolve a corporation unless relief is sought against a director or member 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 a judicial dissolution proceeding for a public benefit corporation or religious corporation shall give immediate written notice of the proceeding to the Attorney General, who may intervene. [1989 c.1010 §143; 2019 c.174 §96]

 

      65.667 Receivership or custodianship. (1) A court, at the Attorney General’s request or in a judicial proceeding brought to dissolve a public benefit corporation or mutual benefit corporation, may appoint one or more receivers or custodians to manage the affairs of the corporation or to wind up and liquidate 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 of the corporation’s property wherever located.

      (2) The court may appoint as a receiver or custodian an individual, a domestic business corporation or foreign business corporation authorized to transact business in this state or a nonprofit corporation. 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 the court’s 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 the corporation’s board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of the corporation and the corporation’s 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 and the corporation’s 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.

      (6) If applicable under ORS 37.040, the Oregon Receivership Code controls over conflicting provisions of this section. [1989 c.1010 §144; 2017 c.358 §47; 2019 c.174 §97]

 

      65.671 Judgment of dissolution. (1) If after a hearing a court determines that one or more grounds for judicial dissolution described in ORS 65.661 exist, the court 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 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; 2019 c.174 §98]

 

(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]

 

      Note: The amendments to 65.674 by section 50, chapter 678, Oregon Laws 2019, become operative July 1, 2021. See section 85, chapter 678, Oregon Laws 2019. The text that is operative on and after July 1, 2021, is set forth for the user’s convenience.

      65.674. Assets of a dissolved corporation that 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 State Treasurer for safekeeping. However, in the discretion of the State Treasurer, 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 State Treasurer 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. The person entitled to the transfer may reclaim any funds so deposited in the manner provided in ORS 116.253 for estates that have escheated to the state.

 

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 Secretary of State for filing. The application must set forth:

      (a) The name of the foreign corporation or, if the name the foreign corporation uses 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 the foreign corporation is incorporated;

      (c) The foreign corporation’s registry number in the state or country under whose law the foreign corporation is incorporated;

      (d) The foreign corporation’s date of incorporation and period of duration if the period is not perpetual;

      (e) The address including street and number and mailing address, of the foreign corporation’s principal office;

      (f) The address, including street and number, of the foreign corporation’s registered office in this state and the name of the foreign corporation’s registered agent at the registered office;

      (g) The names and respective addresses of the president and secretary of the foreign corporation;

      (h) Whether the foreign corporation has members; and

      (i) Whether the foreign corporation, if the foreign corporation had been incorporated in this state, would be a public benefit corporation, mutual benefit corporation or religious corporation.

      (2)(a) Except as provided in paragraph (b) of this subsection, 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 the foreign corporation is incorporated.

      (b) A foreign corporation need not submit a certificate of existence or document in accordance with paragraph (a) of this subsection if the official who has custody of corporate records in the state or country under whose law the foreign corporation is incorporated provides free access via the Internet to a searchable database that contains evidence of corporate registrations.

      (3) A foreign corporation may 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 the corporation’s organization and internal affairs differ from the laws of this state. [1989 c.1010 §149; 2011 c.147 §15; 2019 c.174 §99]

 

      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 Secretary of State for filing if the foreign corporation changes:

      (a) The foreign corporation’s corporate name as shown on the Secretary of State’s records;

      (b) The period of the foreign corporation’s duration; or

      (c) The foreign corporation’s designation under ORS 65.707 as a public benefit corporation, mutual benefit corporation or religious corporation.

      (2) The amendment to the application for authority to transact business in this state must set forth the corporate name shown on the Secretary of State’s records and the new corporate name, the new period of duration or the new designation as a public benefit corporation, mutual benefit corporation or religious corporation. The corporate name as changed must satisfy the requirements of ORS 65.717. [1989 c.1010 §150; 1993 c.190 §7; 2019 c.174 §100]

 

      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 may not authorize a foreign corporation to transact business in this state unless the corporate name of the foreign 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 Secretary of State is not distinguishable on the Secretary of State’s records from the corporate name of the applicant foreign corporation, the Secretary of State may 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 must 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 the foreign corporation’s corporate name to a name that does not satisfy the requirements of ORS 65.094, the foreign corporation may not transact business in this state under the changed name until the foreign corporation adopts a name that satisfies the requirements of ORS 65.094 and delivers to the Secretary of State for filing an amendment to the application for authority under ORS 65.711. [1989 c.1010 §152; 2019 c.174 §101]

 

      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 the foreign corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:

      (a) The name of the foreign corporation;

      (b) The address, including the street and number, of the new registered office, if the foreign corporation intends to change the current registered office;

      (c) The name of the new registered agent and a statement that the new agent has consented to the appointment, if the foreign corporation intends to change the current registered agent; and

      (d) A statement that after the change or changes are made, the street addresses of the foreign corporation’s registered office and the office or residence address of the foreign corporation’s 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 foreign corporation in writing of the change and signing, either manually or in facsimile, and delivering to 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 foreign corporation has been notified of the change.

      (3) The Secretary of State’s filing the statement under this section terminates the existing registered office or agent, or both, on the effective date of the filing and establishes the newly appointed registered office or agent, or both, as that of the foreign corporation. [1989 c.1010 §154; 2019 c.174 §102]

 

      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 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 must 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 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 Secretary of State filed the statement 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; 2019 c.174 §103]

 

      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 Secretary of State to withdraw from this state. The application must set forth:

      (a) The name of the foreign corporation and the name of the state or country under whose law the foreign corporation is incorporated;

      (b) That the foreign corporation is not transacting business in this state and that the foreign corporation surrenders the foreign corporation’s authority to transact business in this state;

      (c) That the foreign corporation revokes the authority of the foreign corporation’s registered agent to accept service on the foreign corporation’s behalf and appoints the Secretary of State as the foreign corporation’s agent for service of process in any proceeding based on a cause of action arising during the time the foreign corporation 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) After the Secretary of State files the application to withdraw, the authority of the foreign corporation to transact business in this state ceases. [1989 c.1010 §157; 2019 c.174 §104]

 

(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) A circuit court may revoke the authority of a foreign corporation to transact business in this state:

      (a) In a proceeding by the Attorney General if the court finds that:

      (A) The foreign corporation obtained authority to transact business in this state with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud;

      (B) The foreign corporation has exceeded or abused the authority conferred upon the foreign corporation by law;

      (C) The foreign corporation would have been a public benefit corporation had the foreign corporation been incorporated in this state and the foreign corporation’s corporate assets are being misapplied or wasted;

      (D) The foreign corporation would have been a public benefit corporation had the foreign corporation been incorporated in this state and the foreign corporation is no longer able to carry out the foreign corporation’s purposes;

      (E) An incorporator, director, officer or agent of the foreign corporation signed a document knowing that the document was false in any material respect with the intent that the document be delivered to the Secretary of State for filing;

      (F) The foreign corporation has fraudulently solicited money or has fraudulently used the money solicited; or

      (G) The foreign corporation is a shell entity. For purposes of this subparagraph:

      (i) A court may find that a foreign corporation is a shell entity if the court determines that the foreign corporation was used or incorporated for an illegal purpose, was used or incorporated to defraud or deceive a person or governmental agency or was used or incorporated to fraudulently conceal any business activity from another person or a governmental agency; and

      (ii) The Attorney General may make a prima facie showing that a foreign corporation is a shell entity by stating in an affidavit that:

      (I) The foreign corporation did not provide a name or address required by the Secretary of State, or the name or address the foreign corporation provided was false, fraudulent or inadequate;

      (II) The foreign corporation’s application for authority to transact business in this state, a record the foreign corporation must keep under ORS 65.771 or the foreign corporation’s annual report is false, fraudulent or inadequate;

      (III) A public body, as defined in ORS 174.109, attempted to communicate with, or serve legal process upon, the foreign corporation at the address or by means of other contact information the foreign corporation provided to the Secretary of State, but the foreign corporation failed to respond; or

      (IV) The Attorney General has other evidence that shows that the foreign corporation was used or incorporated for an illegal purpose, was used or incorporated to defraud or deceive a person or a governmental agency or was used or incorporated to fraudulently conceal any business activity from another person or governmental agency.

      (b) Except as provided in the articles of incorporation or bylaws of a foreign corporation that would have been a religious corporation had the foreign corporation 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 of incorporation, if the court finds 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 foreign 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 foreign corporation would have been a public benefit corporation or religious corporation had the foreign corporation been incorporated in this state, and is no longer able to carry out the foreign corporation’s purposes.

      (c) In a proceeding by a creditor if the court finds that:

      (A) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the foreign corporation is insolvent; or

      (B) The foreign corporation has admitted in writing that the creditor’s claim is due and owing and the foreign corporation is insolvent.

      (2) Before revoking a foreign corporation’s authority, the court shall consider whether:

      (a) Reasonable alternatives to revocation of authority exist;

      (b) Revocation of authority is in the public interest, if the foreign corporation would have been a public benefit corporation had the foreign corporation been incorporated in this state; or

      (c) Revocation of authority is the best way to protect the interests of members, if the foreign corporation would have been a mutual benefit corporation had the foreign corporation been incorporated in this state.

      (3) In addition to subjecting a foreign corporation to revocation of the foreign corporation’s authority to transact business in this state under subsection (1)(a)(G) of this section, a finding that a foreign corporation is a shell entity has the following effects:

      (a) A court may rebuttably presume that the foreign corporation’s filings with the Secretary of State constitute a false claim, as defined in ORS 180.750, in any action the Attorney General brings under ORS 180.760 and may award to the Attorney General reasonable attorney fees and the costs of investigation, preparation and litigation if the Attorney General prevails in the action; and

      (b) A public body, as defined in ORS 174.109, in any proceeding against the foreign corporation, may move to enjoin a director, officer or other person that exercises significant direction or control over the foreign corporation from engaging in commercial activity in this state including, but not limited to, incorporating or organizing an entity in this state.

      (4) A foreign corporation may affirmatively defend against an allegation that the foreign corporation is a shell entity by showing that the foreign corporation, within 60 days after receiving a request to provide or correct a name, address or other information required for a filing or in an application for authority to transact business in this state, a record the foreign corporation must keep or an annual report, or within 60 days after the date of a request to respond to a communication or service of process, provided or corrected the name, address or other information or responded to the communication or service of process. [1989 c.1010 §161; 2019 c.174 §105]

 

      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 a court determines that one or more grounds for judicial revocation of authority described in ORS 65.751 exists, the court may enter a judgment revoking a foreign 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 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 foreign corporation’s registered agent. [1989 c.1010 §163; 2003 c.576 §330; 2019 c.174 §106]

 

RECORDS AND REPORTS

 

(Records)

 

      65.771 Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s 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 the corporation’s agent shall maintain a record of the corporation’s members in a form that permits preparation of a list of the names and contact information of all members by class showing the number of votes each member may cast.

      (4) A corporation shall maintain the corporation’s records in written form or as documents 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) The articles of incorporation that are currently in effect;

      (b) Bylaws or restated bylaws and all amendments to the bylaws that are currently in effect;

      (c) Resolutions adopted by the 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 other contact information for the corporation’s 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 the corporation’s 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.

      (6) A director of the corporation has a right to inspect any records a corporation keeps under this section. [1989 c.1010 §164; 2019 c.174 §107]

 

      65.774 Inspection of records by members. (1) Subject to subsection (5) of this section and ORS 65.777 (3), a member may 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 may 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 of incorporation 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 incorporation 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 public benefit corporation information as to the identity of contributors to the public benefit corporation; and

      (B) The right of a member or the member’s agent or attorney to inspect or copy the membership list if the public benefit corporation provides a reasonable means to mail communications to other members through the public benefit corporation at the expense of the member making the request. [1989 c.1010 §165; 2019 c.174 §108]

 

      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 of directors, 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 of directors, a membership list or any part of a membership list 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; 2019 c.174 §109]

 

(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) A domestic corporation, and a foreign corporation authorized to transact business in this state, shall by the corporation’s anniversary deliver to 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 the corporation is incorporated;

      (b) The street address of the corporation’s registered office and the name of the corporation’s registered agent at the registered office in this state;

      (c) If the registered agent is changed, a statement that indicates that the new registered agent has consented to the appointment;

      (d) The address including street and number and mailing address if different from the corporation’s 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 the corporation has members;

      (h) If the corporation is a domestic corporation, whether the domestic corporation is a public benefit corporation, mutual benefit corporation or religious corporation;

      (i) If the corporation is a foreign corporation, whether the foreign corporation would be a public benefit corporation, mutual benefit corporation or religious corporation had the foreign corporation been incorporated in this state; and

      (j) Additional identifying information that the Secretary of State may require by rule.

      (2) The information contained in the annual report must 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 domestic corporation or foreign corporation in the Secretary of State’s current records. The failure of the domestic corporation or foreign corporation to receive the annual report form from the Secretary of State does not relieve the corporation of the duty under this section to deliver an annual report to the Secretary of State.

      (4) If an annual report does not contain the information this section requires, the Secretary of State shall promptly notify the reporting domestic corporation or foreign corporation in writing and return the report to the corporation for correction. The domestic corporation or foreign corporation must correct the error within 45 days after the Secretary of State gives the notice.

      (5)(a) A domestic corporation or foreign corporation may update information that is required or permitted in an annual report filing at any time by delivering to the Secretary of State for filing:

      (A) 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 Secretary of State for filing and before the next anniversary; or

      (B) A statement with the change if the update occurs before the domestic corporation or foreign corporation files the first annual report.

      (b) This subsection applies only to a change that is not required to be made by an amendment to the articles of incorporation.

      (c) The amendment to the annual report filed under paragraph (a) of this subsection must set forth:

      (A) The name of the corporation as shown on the Secretary of State’s records; and

      (B) The information as changed.

      (6) The Secretary of State may not charge a nonprofit corporation a fee to file an annual report under ORS 56.140 if the nonprofit corporation provides evidence to the Secretary of State that:

      (a) The purpose of the nonprofit corporation as set forth in the articles of incorporation is to maintain a historic cemetery; and

      (b) The historic cemetery that the nonprofit corporation maintains is listed with the Oregon Commission on Historic Cemeteries under ORS 97.782. [1989 c.1010 §170; 2007 c.186 §8; 2009 c.122 §2; 2011 c.147 §16; 2019 c.174 §110]

 

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.

      (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; 2009 c.595 §56; 2009 c.792 §29]

 

      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 192.345. 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 192.345, 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]

 

      65.855 [Formerly 61.755; renumbered 97.660 in 2011]

 

      65.860 [Formerly 61.760; 1995 c.144 §14; 1995 c.157 §23; 2001 c.796 §22; 2005 c.348 §124; 2007 c.661 §26; renumbered 97.665 in 2011]

 

      65.865 [Formerly 61.765; renumbered 97.670 in 2011]

 

      65.870 [Formerly 61.770; 2003 c.576 §331; renumbered 97.675 in 2011]

 

      65.875 [Formerly 61.775; 1999 c.731 §9; renumbered 97.680 in 2011]

 

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 9.757;

      (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 created under ORS 735.045. [1989 c.1010 §172; 1997 c.249 §26; 1999 c.274 §20; 2001 c.922 §11; 2005 c.22 §51; 2013 c.698 §29]

 

      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]

 

PENALTIES

 

      65.990 Penalty for signing false document. (1) A person commits the crime of signing a false document for filing if the person:

      (a) Knows the document is false in any material respect; and

      (b) Signs the document with an intent that the document be delivered to the Secretary of State for filing under this chapter.

      (2) Signing a false document for filing is a Class A misdemeanor. [1989 c.1010 §§12,171; 2013 c.158 §31; 2019 c.174 §111]

 

      65.992 Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action. (1) An officer, director, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the officer, director, employee or agent:

      (a) Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document concerning the shell entity or the shell entity’s shares, assets, liabilities, capital, earnings, accounts or business operations that the officer, director, employee or agent knows is false in any material respect;

      (b) Making an entry or causing another person to make an entry in the shell entity’s books, records, minutes or accounts that the officer, director, employee or agent knows is false in any material respect; or

      (c) Removing, erasing, altering or canceling, or causing another person to remove, erase, alter or cancel, an entry in the shell entity’s books, records, minutes or accounts if by means of the removal, erasure, alteration or cancellation the officer, director, employee or agent intends to deceive another person.

      (2) An officer, director, employee or agent of a shell entity that engages in any of the actions described in subsection (1) of this section in a submission to, or an interaction with, a public agency, as defined in ORS 180.750, makes a false claim and is subject to a civil action as provided in ORS 180.750 to 180.785. [2019 c.174 §2]

 

CHAPTER 66 [Reserved for expansion]

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