Chapter 65 — Nonprofit
Corporations
2011 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 Differences
in 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
65.207 Court-ordered
meeting; attorney fees
65.211 Action
without meeting
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
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
65.441 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 by board, members and third persons
65.491 Articles
of merger
65.494 Effect
of merger
65.497 Merger
with foreign corporation
65.501 Effect
of merger on bequests, devises and gifts
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 Notices
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
PENALTY
65.990 Penalty
for signing false document
GENERAL PROVISIONS
(Definitions)
65.001 Definitions.
As used in this chapter, unless otherwise specifically provided:
(1)
“Anniversary” means that day each year exactly one or more years after the date
of filing by the Office of the Secretary of State of the articles of
incorporation in the case of a domestic corporation or the date of filing by
the Office of the Secretary of State of an application for authority to
transact business in the case of a foreign corporation. An event that would
otherwise cause an anniversary to fall on February 29 shall be deemed to have
occurred on February 28.
(2)
“Approved by the members” or “approval by the members” means approved or
ratified by the members entitled to vote on the issue through either:
(a)
The affirmative vote of a majority of the votes of such members represented and
voting at a duly held meeting at which a quorum is present or the affirmative
vote of such greater proportion including the votes of any required proportion
of the members of any class as the articles, 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.
(3)
“Articles of incorporation” or “articles” include amended and restated articles
of incorporation and articles of merger, and corrections thereto.
(4)
“Board” or “board of directors” means the individual or individuals vested with
overall management of the affairs of the domestic or foreign corporation,
irrespective of the name by which the individual or individuals are designated,
except that no individual or group of individuals are the board of directors
because of powers delegated to that individual or group pursuant to ORS 65.301.
(5)
“Bylaws” means the code or codes of rules, other than the articles adopted
pursuant to this chapter or the laws governing a foreign corporation, for the
regulation or management of the affairs of the domestic or foreign corporation,
irrespective of the name or names by which such rules are designated.
(6)
“Class” means a group of memberships that have the same rights with respect to
voting, dissolution, redemption and transfer. For the purpose of this section,
rights are the same if the rights are determined by a formula applied
uniformly.
(7)
“Contact address” means a mailing address at which a person affiliated with the
organization will receive and transmit to the organization notices intended for
the foreign or domestic corporation either when sending such notices to the
registered agent is not practical or when a duplicate notice is desirable. The
contact address may be the principal place of business, if any, or the business
or residence address of any person associated with the corporation or foreign
corporation who has consented to serve, but shall not be the address of the
registered agent.
(8)
“Corporation” or “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.
(9)
“Delegates” means those persons elected or appointed to vote in a
representative assembly for the election of a director or directors or on other
matters.
(10)
“Deliver” includes mail.
(11)
“Directors” means individuals designated in the articles or bylaws or elected
by the incorporators to act as members of the board, and their successors.
(12)
“Distribution” means the payment of a dividend or any part of the income or
profit of a corporation to the corporation’s members, directors or officers,
other than payment of value for property received or services performed or
payment of benefits in furtherance of the corporation’s purposes.
(13)
“Domestic business corporation” means a for profit corporation incorporated
under ORS chapter 60.
(14)
“Domestic limited liability company” means an entity that is an unincorporated
association having one or more members and that is organized under ORS chapter
63.
(15)
“Domestic professional corporation” means a corporation organized under ORS
chapter 58 for the purpose of rendering professional services and for the
purposes provided under ORS chapter 58.
(16)
“Effective date of notice” has the meaning given that term in ORS 65.034.
(17)
“Employee” includes an officer or director who is employed by the corporation
with compensation for services beyond those encompassed by board membership.
(18)
“Entity” includes a corporation, foreign corporation, business corporation and
foreign business corporation, profit and nonprofit unincorporated association,
corporation sole, business trust, partnership, two or more persons having 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.
(19)
“File,” “filed” or “filing” means reviewed, accepted and entered in the Office
of the Secretary of State.
(20)
“Foreign business corporation” means a for profit corporation incorporated
under laws other than the laws of this state.
(21)
“Foreign corporation” means a corporation organized under laws other than the
laws of this state that would be a nonprofit corporation if formed under the
laws of this state.
(22)
“Foreign limited liability company” means an entity that is an unincorporated
association organized under laws other than the laws of this state and that is
organized under a statute under which an association may be formed that affords
to each of the entity’s members limited liability with respect to liabilities
of the entity.
(23)
“Foreign professional corporation” means a professional corporation organized
under laws other than the laws of this state.
(24)
“Governmental subdivision” includes an authority, county, district and
municipality.
(25)
“Includes” denotes a partial definition.
(26)
“Individual” means a natural person and includes the guardian of an incompetent
individual.
(27)
“Means” denotes an exhaustive definition.
(28)(a)
“Member” means a person or persons entitled, pursuant to a domestic or foreign
corporation’s articles or bylaws, without regard to what the person is called
in the articles or bylaws, to vote on more than one occasion for the election
of a director or directors.
(b)
A person is not a member by virtue of any of the following rights the person
has:
(A)
As a delegate;
(B)
To designate or appoint a director or directors;
(C)
As a director; or
(D)
As a holder of an evidence of indebtedness issued or to be issued by the
corporation.
(c)
Notwithstanding the provisions of paragraph (a) of this subsection, a person is
not a member if the person’s membership rights have been eliminated as provided
in ORS 65.164 or 65.167.
(29)
“Membership” refers to the rights and obligations a member has under this
chapter.
(30)
“Mutual benefit corporation” means a domestic corporation that is formed as a
mutual benefit corporation pursuant to ORS 65.044 to 65.067, is designated a
mutual benefit corporation by a statute or does not come within the definition
of public benefit or religious corporation.
(31)
“Nonprofit corporation” means mutual benefit corporations, public benefit
corporations and religious corporations.
(32)
“Notice” has the meaning given that term in ORS 65.034.
(33)
“Office” when used to refer to the administrative unit directed by the
Secretary of State, means the Office of the Secretary of State.
(34)
“Person” includes any individual or entity.
(35)
“Principal office” means the place in or out of this state so designated in the
most recent annual report filed pursuant to ORS 65.787 or, if no annual report
is on file, as designated in the articles of incorporation or the application
for authority to transact business in this state, that is the place where the
principal executive offices of a domestic or foreign corporation are located
or, if none, the contact address.
(36)
“Proceeding” includes civil, criminal, administrative and investigatory action.
(37)
“Public benefit corporation” means a domestic corporation that:
(a)
Is formed as a public benefit corporation pursuant to 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 of 1986 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 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)
Does not come within the definition of “religious corporation.”
(38)
“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 their membership rights for the purposes of this chapter. The
determinations shall 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.
(39)
“Religious corporation” means a domestic corporation that is formed as a
religious corporation pursuant to ORS 65.044 to 65.067, is designated a
religious corporation by a statute or is organized primarily or exclusively for
religious purposes.
(40)
“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 directors’ and members’
meetings and for authenticating the records of the corporation.
(41)
“State” when referring to a part of the United States, includes a state,
commonwealth, territory and insular possession of the United States and the
agencies and governmental subdivisions of the state, commonwealth, territory or
insular possession.
(42)
“Uncompensated officer” means an individual who serves in an office without
compensation for personal service. For purposes of this subsection, payment
solely for actual expenses in performing duties of the officer or a stipend
that is paid only to compensate the average expenses the individual incurs over
the course of a year is not compensation.
(43)
“United States” includes district, authority, bureau, commission, department
and any other agency of the United States.
(44)
“Vote” includes authorization by written ballot and written consent, where
permitted.
(45)
“Voting power” means the total number of votes entitled to be cast on the issue
at the time the determination of voting power is made, excluding a vote that is
contingent upon the happening of a condition or event that has not occurred at
the time. When a class is entitled to vote as a class for directors, the
determination of voting power of the class shall be based on the percentage of
the number of directors the class is entitled to elect out of the total number
of authorized directors. [1989 c.1010 §14; 1991 c.231 §1; 2001 c.315 §35; 2005
c.107 §4; 2009 c.14 §4; 2009 c.294 §7]
(Filing Documents)
65.004 Filing requirements.
(1) A document must satisfy the requirements of this section, except as any
other provision of this chapter modifies these requirements, to be entitled to
filing by the Secretary of State under authority of this chapter.
(2)
The document must be one required or permitted to be filed in the Office of the
Secretary of State.
(3)
The document shall contain the information required by this chapter. It may
contain other information as well.
(4)
The document must be legible.
(5)
The document must be written in the alphabet used to write the English
language, but may include Arabic or Roman numerals and incidental punctuation.
The certificate of existence required of foreign corporations need not be in
English if accompanied by a reasonably authenticated English translation.
(6)
The document must be executed:
(a)
By a fiduciary, receiver or trustee, if the corporation is in the hands of a
receiver, trustee or other court-appointed fiduciary;
(b)
By an incorporator, if directors have not been selected or its execution is
before the organizational meeting;
(c)
By the person specified in any section of this chapter that required the document
be filed; or
(d)
By the chairperson of the board of directors of a domestic or foreign
corporation, its president or otherwise by another of its officers.
(7)
The document shall state beneath or opposite the signature the name of the
person and the capacity in which the person signs. The document may, but is not
required to, contain:
(a)
The corporate seal;
(b)
An attestation by the secretary or an assistant secretary; or
(c)
An acknowledgment, verification or proof.
(8)
If the Secretary of State has prescribed a mandatory form for a document under
ORS 65.016, the document must be in or on the prescribed form.
(9)
The document must be delivered to the Office of the Secretary of State for
filing and must be accompanied by the correct filing fee.
(10)
A document is deemed filed or effective only as provided in ORS 56.080, 65.001,
65.011, 65.014 and 65.017. [Amended by 1999 c.486 §10]
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, ORS 56.080 and 65.014, a document accepted for filing
after review is effective:
(a)
On the date it is filed by the Secretary of State; and
(b)
At the time, if any, specified in the document as its effective time or at
12:01 a.m. on that date if no effective time is specified.
(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 it is filed. [1989 c.1010 §6]
65.014 Correcting filed document.
(1) A domestic 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 or foreign corporation seeking to correct a document shall deliver
the articles of correction to the Office of the Secretary of State for filing.
The articles shall include the following:
(a)
A description of the incorrect document, including its filing date or a copy of
the document;
(b)
A description of the incorrect statement and the reason it 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 they
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]
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 Office of the Secretary of State for filing
satisfies the requirements of ORS 65.004, the Secretary of State shall file it.
(2)
The Secretary of State files a document by indicating thereon that it has been
filed by the Secretary of State and the date of filing. The time of filing
shall be deemed to be 12:01 a.m. on that date. After filing a document, except
those referred to 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 domestic or
foreign corporation or its representative.
(3)
If the Secretary of State refuses to file a document, the Secretary of State
shall return it to the domestic or foreign corporation or its representative
within 10 business days after the document was received by the Office of the
Secretary of State, 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
Office of the Secretary of State for filing. Except as provided elsewhere in
this chapter, 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]
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 Office of Secretary of State for
filing, the domestic or foreign corporation, in addition to any other legal
remedy which may be available, shall have the right to appeal from such final
order pursuant to the provisions of ORS 183.484. [1989 c.1010 §9]
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 Office of the
Secretary of State.
(2)
The following shall be received in all courts, public offices and official
bodies of this state as prima facie evidence of the facts stated therein,
unless a greater evidentiary effect is provided in ORS 65.027 and 65.051 or
elsewhere in this chapter or it is shown that the document was thereafter corrected
or withdrawn from the files of the Office of the Secretary of State:
(a)
All facts stated in certificates issued by the Office of the Secretary of State
with respect to its business registry functions including a certificate of
compliance or noncompliance of a document with filing requirements or other
provisions of law administered by the Office of the Secretary of State, or a
certificate as to the existence or nonexistence of facts which would appear
from presence or absence of documents in the files of the Office of the
Secretary of State; and
(b)
All facts stated in documents certified as filed by the Office of 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]
65.027 Certificate of existence or
authorization. (1) Anyone may apply to the Office of
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 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 or foreign corporation is in existence
or is authorized to transact business in this state. [1989 c.1010 §11]
(Secretary of State)
65.031 Powers.
The Secretary of State has the power reasonably necessary to perform the duties
required of the Office of the Secretary of State by this chapter. [1989 c.1010 §13]
(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, telegraph, teletype or
other form of wire or wireless communication, or by mail or private carrier,
including publication in a newsletter or similar document mailed to a member’s
or director’s address. If these forms of personal notice are impracticable,
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)
Written notice by a domestic or foreign corporation to its member, if in a
comprehensible form, is effective when mailed if it is mailed postpaid and is
correctly addressed to the member’s address shown in the corporation’s current
records of members.
(4)
Oral notice is effective when communicated if communicated in a comprehensible
manner.
(5)
Except as provided in subsection (3) of this section, personal written notice,
if in a comprehensible form, is effective at the earliest of the following:
(a)
When received;
(b)
Five days after its postmark, if mailed by United States mail correctly
addressed and with first class postage affixed;
(c)
On the date shown on the return receipt, if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of
the addressee;
(d)
Thirty days after its deposit in the United States mail if mailed correctly
addressed and with other than first class, registered or certified postage
affixed; or
(e)
The date specified by the articles of incorporation or bylaws with respect to
notice to directors.
(6)(a)
Written notice is correctly addressed to a member of a domestic or foreign
corporation if addressed to the member’s address shown in the corporation’s
current list of members.
(b)
A written notice or report delivered as part of a newsletter, magazine or other
publication sent to members shall constitute a written notice or report if
addressed or delivered to the member’s address shown 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 addressed or delivered to one of such members, at the address
appearing on the current list of members.
(c)
Written notice is correctly addressed to a domestic or foreign corporation
authorized to transact business in this state, other than in its capacity as a
member, if addressed to its registered agent or, if none is of record, to its
principal office shown in its most recent annual report or, if none, in the
articles of incorporation or its 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 or bylaws prescribe different notice requirements, not less stringent
than the provisions of this section or other provisions of this chapter, those
requirements govern. [1989 c.1010 §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) If for any reason it is impractical or impossible for any corporation to
call or conduct a meeting of its members, delegates or directors, or otherwise
obtain their consent in the manner prescribed by its articles, bylaws or this
chapter, then upon petition of a director, officer, delegate, member or the
Attorney General, the circuit court for the State of Oregon for the county in
which the principal office designated on the last filed annual report, articles
or application for authority to transact business is located, or if none, within
Oregon, Marion County, may order that such a meeting be called. The court may
also order that a written ballot or other form of obtaining the vote of
members, delegates or directors be authorized, in such a manner as the court
finds fair and equitable under the circumstances.
(2)
The court shall, in an order issued pursuant to 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, 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.
In a proceeding under this section, the court may determine who are the members
or directors.
(3)
The order issued pursuant to this section may for good cause shown dispense
with any requirement relating to the holding of or voting at meetings or
obtaining votes, including any requirement that would otherwise be imposed by
the articles, bylaws or this chapter as to quorum or as to the number or
percentage of votes needed for approval of an act.
(4)
Whenever practical, any order issued pursuant to this section shall limit the
subject matter of meetings or other forms of consent judicially authorized to
those items, including amendments to the articles or bylaws, the resolution of
which will or may enable the corporation to continue managing its affairs
without further resort to this section. An order 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 such order, is for all purposes a valid
meeting or vote, as the case may be, and shall have the same force and effect
as if it complied with every requirement imposed by the articles, bylaws and
this chapter. [1989 c.1010 §17]
(Attorney General)
65.040 Notice to Attorney General; effect
of failure to notify. (1) The Attorney General shall
be given notice of the commencement of any proceeding which ORS 65.038, 65.084,
65.207, 65.327, 65.661 or 65.751 or any other provision of this chapter
authorize the Attorney General to bring but which has been commenced by another
person.
(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 such proceeding. [1989
c.1010 §18]
(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) The articles of incorporation formed pursuant to this chapter subsequent to
October 3, 1989, shall 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 its initial registered agent at that
location;
(d)
The name and address of each incorporator;
(e)
An alternate corporate mailing address which shall be that of the principal
office, as defined in ORS 65.001, 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 its annual report;
(f)
Whether or not the corporation will have members as that term is defined in
this chapter; 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, its 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 its members for monetary damages
for conduct as a director or officer, provided that no such provision shall
eliminate or limit the liability of a director or officer for any act or
omission occurring prior to the date when such provision becomes effective, and
such provision shall 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
its members;
(B)
Acts or omissions not in good faith or which 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 must sign the articles and before including
the name of any individual as a director shall state that they 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 them in order to meet federal tax
code requirements or other purposes. [1989 c.1010 §21]
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, 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, unless
the organization is a corporation sole; or
(B)
To elect a board of directors which shall complete 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]
65.061 Bylaws.
(1) The incorporators or board of directors of a corporation, whichever
completes the organization of the corporation at its 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 not inconsistent with law or the articles of
incorporation. [1989 c.1010 §25]
65.064 Emergency bylaws and powers.
(1) Unless the articles provide otherwise, the board of directors of a
corporation may adopt, amend or repeal bylaws to be effective only in an
emergency as defined 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 shall
not be 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]
65.067 Corporation sole.
(1) Any individual may, in conformity with the constitution, canons, rules,
regulations and disciplines of any church or religious denomination, form a
corporation hereunder to be a corporation sole. Such corporation shall be a
form of religious corporation and will differ from other such corporations
organized hereunder only in that it shall have no board of directors, need not
have officers and shall be managed by a single director who shall be the
individual constituting the corporation and its incorporator or the successor
of the incorporator.
(2)
The name of such corporation shall be the same as the office within the church
or religious denomination held by the incorporator, and shall be followed by
the words “and successors, a corporation sole.”
(3)
All of the provisions of ORS 65.044 to 65.067 shall apply to such corporation.
If the corporation has no officers, the director may perform any act required
by or permitted by an officer in the same manner and with the same effect as
though such act were performed by one or more officers of the corporation. [1989
c.1010 §27]
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.
(2)
A corporation that is subject to regulation under another statute of this state
may not be incorporated under this chapter if such organization is required to
be organized under such other statute. [1989 c.1010 §28]
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; or
(c)
In a proceeding under ORS 65.664.
(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]
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 shall not contain the word “cooperative” or the phrase “limited
partnership.”
(3)
A corporate name shall 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 shall
be distinguishable upon the records of the Office 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 Office of 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 Office of 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]
65.097 Reserved name.
(1) A person may apply to the Office of 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 it 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 Office of 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]
65.101 Registered name.
(1) A foreign corporation may apply to the Office of the Secretary of State to
register its corporate name.
(2)
The application must set forth the corporate name, the state or country of its
incorporation, the date of its incorporation, a brief description of the nature
of the activities in which it is engaged and a statement that it is not
carrying on or doing business in the State of Oregon. 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 it 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 it for
successive years by delivering to the Secretary of State for filing a renewal
application which complies with the requirements of this section prior to the
lapse of the previous registration. Filing of the renewal application renews
the registration for an additional year from its prior expiration.
(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 it does not simultaneously file under that name. [1989
c.1010 §34]
OFFICE AND AGENT
65.111 Registered office and registered
agent. Each corporation 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 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 corporation, which shall be the residence or office
address of the registered agent. [1989 c.1010 §35; 2001 c.315 §29]
65.114 Change of registered office or
registered agent. (1) A corporation may change its
registered office or registered agent by delivering to the Office of 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
its registered office and the office or residence address of its 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 Office of 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 shall terminate the existing registered office or agent, or both, on
the effective date of the filing and establish the newly appointed registered
office or agent, or both, as that of the corporation. [1989 c.1010 §36]
65.117 Resignation of registered agent.
(1) A registered agent may resign as registered agent upon delivering a signed statement
to the Office of 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 shall be addressed to the corporation at its
principal office as shown in the most recent annual report filed pursuant to
ORS 65.787 or if none, 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]
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) The articles or bylaws may establish criteria or procedures for admission
of members.
(2)
No person shall be admitted as a member without consent of the person, express
or implied. [1989 c.1010 §39]
65.134 Consideration.
Except as provided in its articles or bylaws, a corporation may admit members
for no consideration or for such consideration as is determined by the board. [1989
c.1010 §40]
65.137 No requirement for members.
A corporation is not required to have members. A corporation shall have no
members if its articles of incorporation or bylaws include a statement that “the
corporation shall have no members” or words of similar import. [1989 c.1010 §41]
(Members’ Rights and Obligations)
65.144 Differences in rights and
obligations of members. All members shall have the same
rights and obligations with respect to voting, dissolution, redemption and
transfer, unless the articles or bylaws establish classes of membership with
different rights or obligations. All members shall have the same rights and
obligations with respect to any other matters, except as set forth in or
authorized by the articles or bylaws. [1989 c.1010 §42]
65.147 Transfers.
(1) Except as provided in ORS 65.231 pertaining to proxies or as set forth in
or authorized by the articles or bylaws, no member may transfer a membership or
any right arising therefrom.
(2)
No member of a public benefit or religious corporation may transfer for value a
membership or any right arising therefrom, unless the
transferring member is a public benefit or religious corporation.
(3)
Where transfer rights have been provided, no restriction on them shall be
binding with respect to a member holding a membership issued prior to the
adoption of the restriction unless the restriction is approved by the members
and the affected member. [1989 c.1010 §43]
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
the corporation for dues, assessments or fees. An article or bylaw provision or
a resolution adopted by the board authorizing or imposing 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. [1989 c.1010 §45]
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) No member of a public benefit or
mutual benefit corporation may be expelled or suspended, and no membership or
memberships in such corporations may be terminated or suspended, except
pursuant to a procedure that is fair and reasonable and is carried out in good
faith.
(2)
A procedure is fair and reasonable when either:
(a)
The articles or bylaws set forth a procedure that provides:
(A)
Not less than 15 days’ prior written notice of the expulsion, suspension or
termination and the reasons therefor; and
(B)
An opportunity for the member to be heard, orally or in writing, not less than
five days before the effective date of the expulsion, suspension or termination
by a person or persons authorized to decide that the proposed expulsion,
termination or suspension not take place; or
(b)
It is fair and reasonable taking into consideration all of the relevant facts
and circumstances.
(3)
Any written notice given by mail must be given by first class or certified mail
sent to the last address of the member shown on the corporation’s records.
(4)
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.
(5)
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 prior to expulsion,
suspension or termination. [1989 c.1010 §48; 2005 c.22 §44]
65.171 Acquiring memberships.
(1) A public benefit or religious corporation may not acquire for value any of
its memberships or any right arising therefrom,
unless the member is a public benefit 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 its articles or bylaws.
(3)
No acquisition of memberships shall be made in violation of ORS 65.551 or
65.554. [1989 c.1010 §49]
(Derivative Suits)
65.174 Derivative suits.
(1) A proceeding may be brought in the right of a domestic or foreign
corporation to procure a judgment in its favor by:
(a)
Any member or members having two percent or more of the voting power or by 20
members, whichever is less; or
(b)
Any director.
(2)
In any such proceeding, each member complainant shall 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 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]
(Delegates)
65.177 Delegates.
(1) A corporation may provide in its articles or bylaws for delegates having
some or all of the authority of members.
(2)
The articles or bylaws may set forth provisions relating to:
(a)
The characteristics, qualifications, rights, limitations and obligations of
delegates including their selection and removal;
(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]
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)
Annual and regular membership meetings may be held in or out of this state at
the place stated in or fixed in accordance with the bylaws. If no place is
stated in or fixed in accordance with the bylaws, annual and regular meetings
shall 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]
65.204 Special meeting.
(1) A corporation with members shall hold a special meeting of members:
(a)
On call of its board of directors or the person or persons authorized to do so
by the articles of incorporation or bylaws; or
(b)
Except as provided in the articles 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 describing
the purpose or purposes for which it 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 pursuant to ORS 65.214 within 30 days after the date the
written demand or demands are delivered to the corporation’s secretary then,
regardless of the requirements of subsection (4) of this section, a person
signing the demand or demands may set the time and place of the meeting and
give notice pursuant to ORS 65.214.
(4)
Special meetings of members may be held in or out of this state at the place
stated in or fixed in accordance with the bylaws. If no place is stated or
fixed in accordance with the bylaws, special meetings shall 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]
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, in the case of a public benefit corporation, the
Attorney General, if an annual meeting was not held within the earlier of six
months after the end of the corporation’s fiscal year or 15 months after its
last annual meeting;
(b)
On application of any member or other person entitled to participate in a
regular meeting or, in the case of a public benefit corporation, the Attorney
General, if a regular meeting is not held within 40 days after the date it was
required to be held; or
(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, in
the case of 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.
(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 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). No order shall be
issued by the court 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 order of the court. [1989 c.1010 §54; 1995 c.696 §14]
65.211 Action without meeting.
(1) Unless the articles of incorporation or bylaws provide otherwise, 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.
(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 such in any document. [1989 c.1010 §55]
65.214 Notice of meeting.
(1) A corporation shall give notice consistent with its bylaws of meetings of
members in a fair and reasonable manner. The corporation is required to 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 which 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 its members of the place, date and time of each
annual, regular and special meeting of members no fewer than seven days, or if
notice is mailed by other than first class or registered mail, no fewer than 30
nor more than 60 days before the meeting;
(b)
Notice of an annual or regular meeting includes a description of any matter or
matters which must be approved by the members 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 an annual, regular or special meeting
of members 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, however, 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]
65.217 Waiver of notice.
(1) A member may at any time waive any notice required by this chapter, the
articles 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 it is presented. [1989 c.1010 §57]
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. If the bylaws do
not fix or provide for fixing such a record date, the board of directors may
fix a future date as the record date. If no such record date is fixed, then:
(a)
To determine the members entitled to notice of a members’ meeting, the record
date shall be 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
shall be as set forth in ORS 65.204 (2).
(c)
To determine the members entitled to take action without a meeting, the record
date shall be as set forth in ORS 65.211 (2).
(d)
To determine the members entitled to vote at a members’ meeting, the record
date shall be 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 shall be the day on which the board adopts
the resolution relating thereto, or the 60th day prior to the date of such
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 requiring the 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 it 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, it may provide that the original record
date continues in effect or it may fix a new record date. [1989 c.1010 §58]
65.222 Action by written ballot.
(1) Unless prohibited or limited by the articles or bylaws, any action which
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 shall:
(a)
Set forth each proposed action; and
(b)
Provide an opportunity to vote for or against each proposed action.
(3)
Approval by written ballot pursuant to this section shall be valid only when
the number of votes cast by ballot equals or exceeds any quorum required to be
present at a meeting authorizing the action, and 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.
(4)
All solicitations for votes by written ballot shall:
(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 or bylaws, a written ballot may
not be revoked. [1989 c.1010 §59]
(Voting)
65.224 Members’ list for meeting; attorney
fees. (1) A corporation shall prepare an
alphabetical list of the names, addresses and membership dates of all its
members. If there are classes of members, the list must show the address and
number of votes each member is entitled to vote at the meeting. The corporation
shall prepare on a current basis through the time of the membership meeting a
list of members, if any, who are entitled to vote at the meeting, but are not
part of the main list 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 for which the list was
prepared 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 it 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 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 its 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 the meeting for which the list
was prepared 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 shall not be required to
post an undertaking pursuant to 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 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 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 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]
65.227 Voting entitlement of members.
(1) Unless the articles or bylaws provide otherwise, each member is entitled to
one vote on each matter voted on by the members, including each matter on which
a member is entitled to vote under this chapter or the articles or bylaws.
Except as expressly prohibited in this chapter, the articles 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 they
would otherwise be entitled to vote under this chapter. Persons not retaining a
right to vote on more than one occasion for the election of a director or
directors shall not be deemed members.
(2)
Unless the articles or bylaws provide otherwise, if a membership stands of
record in the names of two or more persons, their acts with respect to voting
shall have the following effect:
(a)
If only one votes, such act binds all; and
(b)
If more than one votes, the vote shall be divided on a pro rata basis. [1989
c.1010 §61; 1991 c.231 §3]
65.231 Proxies.
(1) Unless the articles 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 appointing 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 making the
appointment. [1989 c.1010 §64]
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 or bylaws provide for a higher quorum, those votes
represented at a meeting of members shall constitute a quorum.
(2)
An amendment to the articles or bylaws to decrease the quorum for any member
action may be approved by the members, or, unless prohibited by the articles or
bylaws, by the board.
(3)
An amendment to the articles or bylaws to increase the quorum required for any
member action must be approved by the members. [1989 c.1010 §62]
65.244 Voting requirements.
(1) Unless this chapter, the articles 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 or bylaws to add to, change or delete the vote
required for any member action must be approved by the members. [1989 c.1010 §63]
65.247 Cumulative voting for directors.
(1) If the articles or bylaws provide for cumulative voting by members, members
may so vote, by multiplying the number of votes the members are entitled to
cast by the number of directors for whom they 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 cumulate votes, and if one member gives this notice all
other members participating in the election are entitled to cumulate their
votes without giving further notice.
(3)
A director elected by cumulative voting may be removed by the members without
cause if the requirements of ORS 65.324 are met unless the votes cast against
removal, or not consenting in writing to such removal, would be sufficient to
elect such director if voted cumulatively at an election at which the same
total number of votes were cast or, if such action is taken by written ballot,
all memberships entitled to vote were voted and the entire number of directors
authorized at the time of the director’s most recent election were then being
elected.
(4)
Members may not cumulatively vote if the directors and members are identical. [1989
c.1010 §65]
65.251 Other methods of electing
directors. A corporation may provide in its
articles 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]
(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]
DIRECTORS AND OFFICERS
(Board of Directors)
65.301 Requirement for and duties of
board. (1) Each corporation shall have a board
of directors.
(2)
All corporate powers shall be exercised by or under the authority of, and the
affairs of the corporation managed under the direction of, the board of
directors, subject to any limitation set forth in the articles of incorporation
and except as provided in subsection (3) of this section.
(3)
The articles of incorporation may authorize a person or persons, or the manner
of designating a person or persons, authorized to exercise some or all of the
powers which would otherwise be exercised by a board. To the extent so
authorized any such person or persons shall have the duties and
responsibilities of the directors, and the directors shall be relieved to that
extent from such duties and responsibilities. [1989 c.1010 §70]
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 the corporation has
members entitled to vote for directors, all the directors, except the initial
directors, shall be elected at the first annual meeting of members, and at each
annual meeting thereafter, unless the articles 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 the corporation does not have members entitled to vote for directors, all
the directors, except the initial directors, shall be elected, appointed or
designated as provided in the articles or bylaws. If no method of election,
appointment or designation is set forth in the articles or bylaws, the
directors, other than the initial directors, shall be elected by the board. [1989
c.1010 §73]
65.314 Terms of directors generally.
(1) The articles or bylaws may specify the terms of directors. Except for
designated or appointed directors, the terms of directors may not exceed five
years. In the absence of any term specified in the articles or bylaws, the term
of each director shall be 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 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 which such 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]
65.317 Staggered terms for directors.
The articles 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]
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) The members may remove one
or more directors elected by them with or without cause unless the articles of
incorporation provide that directors may be removed only for cause.
(2)
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.
(3)
Except as provided in subsection (9) of this section, a director may be removed
under subsection (1) or (2) of this section only if the number of votes cast to
remove the director would be sufficient to elect the director at a meeting to
elect directors.
(4)
If cumulative voting is authorized, a director may not be removed if the number
of votes, or if the director was elected by a class, chapter, unit or grouping
of members, the number of votes of that class, chapter, unit or grouping,
sufficient to elect the director under cumulative voting is voted against the
director’s removal.
(5)
An elected director may be removed by the members only at a meeting called for
the purpose of removing the director and the meeting notice must state that the
purpose, or one of the purposes, of the meeting is removal of the director.
(6)
In computing whether a director is protected from removal under subsections (2)
to (4) of this section, it should be assumed that the votes against removal are
cast in an election for the number of directors of the class to which the
director to be removed belonged on the date of that director’s election.
(7)
An entire board of directors may be removed under subsections (1) to (5) of
this section.
(8)
A director elected by the board of directors may be removed with or without
cause, unless the articles of incorporation or bylaws provide that directors
may be removed only for cause, by the vote of two-thirds of the directors then
in office or such greater number as is set forth in the articles or bylaws.
However, a director elected by the board to fill the vacancy of a director
elected by the members may be removed by the members, but not the board.
(9)
If at the beginning of a director’s term on the board, the articles or bylaws
provide that the director may be removed for reasons set forth in the articles
or bylaws, the board may remove the director for such reasons. The director may
be removed only if a majority of the directors then in office vote for the
removal.
(10)
The articles 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 or any person may remove
with or without cause a director elected by the members or the board. [1989
c.1010 §77]
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 its registered office was last located, may remove
any director of the corporation from office in a proceeding commenced either by
the corporation, at least 10 percent of the members of any class entitled to
vote for directors, or 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; 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 for a period prescribed by the court.
(3)
If members or the Attorney General commence a proceeding under subsection (1)
of this section, the corporation shall be made a party defendant.
(4)
A public benefit corporation or its members who commence a proceeding under
subsection (1) of this section shall give the Attorney General written notice
of the proceeding.
(5)
The articles or bylaws of a religious corporation may limit or prohibit the
application of this section. [1989 c.1010 §79]
65.331 Removal of designated or appointed
directors. (1) A designated director may be
removed by an amendment to the articles or bylaws deleting or changing the
designation.
(2)
If a director is appointed:
(a)
Except as otherwise provided in the articles or bylaws, the director may be
removed with or without cause by the person appointing the director;
(b)
The person removing the director shall do so by giving written notice of the
removal to the director and either the presiding officer of the board or the
corporation’s president or secretary; and
(c)
A removal is effective when the notice is effective under ORS 65.034 unless the
notice specifies a future effective date. [1989 c.1010 §78]
65.334 Vacancy on board.
(1) Unless the articles 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 it 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, they may fill the vacancy by the affirmative vote of a majority
of all the directors remaining in office.
(2)
Unless the articles 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 shall be
filled as provided in the articles or bylaws. In the absence of an applicable
article or bylaw provision, the vacancy may not be filled by the board.
(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]
65.335 Compensation of directors.
Unless the articles or bylaws provide otherwise, the board of directors may fix
the compensation of directors. [1989 c.1010 §81]
(Meetings and Action of Board)
65.337 Regular and special meetings.
(1) If the time and place of a director’s meeting is fixed by the bylaws or is
regularly scheduled by the board of directors, 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 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
either of the following occurs:
(a)
All directors participating may simultaneously hear or read each other’s
communications during the meeting; or
(b)
All communications during the meeting are immediately transmitted to each
participating director, and each participating director is able to immediately
send messages to all other participating directors.
(4)
If a meeting is conducted through the use of any means described in subsection
(3) of this section:
(a)
All participating directors shall be informed that a meeting is taking place at
which official business may be transacted; and
(b)
A director participating in the meeting by this means is deemed to be present
in person at the meeting. [1989 c.1010 §82; 2005 c.161 §1]
65.341 Action without meeting.
(1) As used in this section:
(a)
“Electronic” has the meaning given that term in ORS 84.004.
(b)
“Electronic signature” has the meaning given that term in ORS 84.004.
(c)
“Sign” includes an electronic signature.
(d)
“Written” includes a communication that is transmitted or received by
electronic means.
(2)
Unless the articles or bylaws provide otherwise, action required or permitted
by this chapter to be taken at the 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 shall 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.
(3)
Action taken under this section is effective when the last director signs the
consent, unless the consent specifies an earlier or later effective date.
(4)
A consent signed under this section has the effect of a meeting vote and may be
described as such in any document. [1989 c.1010 §83; 2005 c.161 §2]
65.344 Call and notice of meetings.
(1) Unless the articles, bylaws or this chapter provide otherwise, regular
meetings of the board may be held without 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, special meetings of the board must be preceded by at least two days’
notice to each director of the date, time and place of the meeting. Unless this
chapter provides otherwise, the notice need not describe the purposes of the
special meeting unless required by the articles of incorporation or bylaws.
(3)
Unless the articles or bylaws provide otherwise, the presiding officer of the
board, 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]
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, must 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]
65.351 Quorum and voting.
(1) Unless the articles of incorporation or bylaws require a greater number or
a lesser number as authorized under subsection (2) of this section, a quorum of
a board of directors consists of:
(a)
If the corporation has a fixed board size, a majority of the fixed number of
directors; or
(b)
If the corporation has a variable-range size board, a majority of the number of
directors prescribed, or if no number is prescribed, a majority of the number
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 fixed or prescribed
number of directors determined under subsection (1) of this section.
(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.
(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 its adjournment or to the corporation immediately
after adjournment of the meeting. 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]
65.354 Committees.
(1) Unless the articles or bylaws provide otherwise, a board of directors may
create one or more committees of the board of directors which exercise the
authority of the board of directors and appoint members of the board to serve
on them or designate the method of selecting committee members. Each committee
shall consist of two or more directors, who serve at the pleasure of the board
of directors.
(2)
The creation of a committee and appointment of directors to the committee or
designation of a method of selecting committee members 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 or bylaws to take action under
ORS 65.351.
(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,
apply to committees and their members as well.
(4)
Except as provided in subsection (5) of this section, to the extent specified
by the board of directors or in the articles or bylaws, each committee of the
board may exercise the authority of the board of directors.
(5)
A committee of the board 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
its committees; or
(d)
Adopt, amend or repeal the articles 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]
(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 which the director is not a member, as to matters
within its 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 its members may be eliminated or limited in the
corporation’s articles to the extent provided in ORS 65.047 (2)(c).
(5)
A director shall not be deemed to be a trustee with respect to the corporation
or with respect to any property held or administered by the corporation,
including without limit, property that may be subject to restrictions imposed
by the donor or transferor of such property. [1989 c.1010 §88]
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 it was entered into or is approved as provided in subsection (2) or (3) of
this section.
(2)
A transaction in which a director of a public benefit 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 the:
(A)
Attorney General; or
(B)
The circuit court in an action in which the Attorney General is joined as
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 transactions and the director’s interest were
disclosed or known to the members and they 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; or
(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.
(5)
For purposes of subsections (2) and (3) of this section, a conflict of interest
transaction is authorized, approved or ratified if it 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 it 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, bylaws or a resolution of the board may impose additional
requirements on conflict of interest transactions. [1989 c.1010 §89]
65.364 Loans to or guarantees for directors
and officers. (1) Public benefit and religious
corporations 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 its
articles or bylaws, a public benefit 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
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 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 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 corporation’s board of directors determines that the loan or guarantee
benefits the 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]
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
100.625, 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 shall have a president, a secretary and such other officers
as are elected or appointed by the board or by any other person as may be
authorized in the articles or bylaws, provided that the articles of
incorporation or bylaws may designate other titles in lieu of president and secretary.
(2)
The bylaws or the board shall delegate to one of the officers responsibility
for preparing minutes of the directors’ and members’ meetings and for
authenticating records of the corporation.
(3)
The same individual may simultaneously hold more than one office in a
corporation. [1989 c.1010 §93; 1991 c.231 §7]
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 its members may be eliminated or limited in the corporation’s
articles to the extent provided in ORS 65.047 (2)(c). [1989 c.1010 §95]
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 is made effective at a later date and the
corporation accepts the later effective date, its board of directors or any other
person as authorized under the articles 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 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]
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 its 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 Office of the Secretary of State
as a public benefit or religious corporation may amend or restate its articles
of incorporation so that it 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]
65.434 Amendment by directors.
(1) Unless the articles provide otherwise, a corporation’s board of directors
may adopt one or more amendments to the corporation’s articles without member
approval:
(a)
To extend the duration of the corporation if it 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 Office of the Secretary of
State;
(d)
To delete the mailing address if an annual report has been filed with the
Office of 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, mutual
benefit 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 has no members entitled to vote on articles, its
incorporators, until directors have been chosen, and thereafter its board of
directors, may adopt one or more amendments to the corporation’s articles
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 shall 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 and contain or be accompanied by a copy or
summary of the amendment or state the general nature of the amendment. Unless
the articles 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 in office at the time the amendment is adopted. Any number of
amendments may be submitted and voted upon at any one meeting. [1989 c.1010 §108;
1991 c.231 §10]
65.437 Amendment by board of directors and
members. (1) Unless this chapter, the articles,
bylaws, the members, acting pursuant to subsection (2) of this section, or the
board of directors acting pursuant to subsection (3) of this section, require a
greater vote or voting by class, an amendment to a corporation’s articles to be
adopted must be approved:
(a)
By the board if the corporation is a public benefit 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 by at least two-thirds of the votes cast or a majority of the voting
power, whichever is less; and
(c)
In writing by any person or persons whose approval is required for an amendment
to the articles as authorized by ORS 65.467.
(2)
The members entitled to vote on articles may condition the amendment’s adoption
on receipt of a higher percentage of affirmative votes or on any other basis.
(3)
If the board initiates an amendment to the articles or board approval is
required by subsection (1) of this section to adopt an amendment to the
articles, 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 it be submitted to a vote at a meeting of
members, which may be either an annual or special meeting.
(4)
If the board or the members entitled to vote on articles 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 or the members entitled to vote on articles seek to have the
amendment approved by such members by written consent or written ballot, the
material soliciting the approval shall contain or be accompanied by a copy or
summary of the amendment. [1989 c.1010 §109]
65.441 Class voting by members on
amendments. (1) In a public benefit corporation the
members of a class entitled to vote on articles are entitled to vote as a class
on a proposed amendment to the articles if the amendment would affect the
rights of that class as to voting in a manner different than 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 are entitled to vote as a class on a proposed amendment to the
articles if the amendment would:
(a)
Affect the rights, privileges, preferences, restrictions or conditions of that
class as to voting, dissolution, redemption or transfer of memberships in a
manner different than such amendment would affect another class;
(b)
Change the rights, privileges, preferences, restrictions or conditions of that
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 that class;
(d)
Increase the number of memberships authorized for another class;
(e)
Effect an exchange, reclassification or termination of the memberships of that
class; or
(f)
Authorize a new class of memberships.
(3)
In a religious corporation the members of a class entitled to vote on articles
are entitled to vote as a class on a proposed amendment to the articles only if
a class vote is provided for in the articles 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 a public benefit or mutual benefit corporation,
the amendment must be approved by the members of each class entitled to vote on
articles that would be created by the amendment.
(5)
Except as provided in the articles or bylaws of a religious corporation, if a
class vote is required to approve an amendment to the articles of a
corporation, the amendment must be approved by the members of the class
entitled to vote on articles by two-thirds of the votes cast by the class or a
majority of the voting power of the class, whichever is less.
(6)
A class of members of a public benefit or mutual benefit corporation is
entitled to the voting rights granted by this section although the articles and
bylaws provide that the class may not vote on the proposed amendment. [1989
c.1010 §110]
65.447 Articles of amendment.
A corporation amending its articles shall deliver for filing to the Office of
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 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, the board or the incorporators is required
pursuant to ORS 65.467, a statement that the approval was obtained. [1989
c.1010 §111]
65.451 Restated articles of incorporation.
(1) A corporation’s board of directors may restate its articles of
incorporation at any time with or without approval by the members entitled to
vote on articles or any other person.
(2)
The restatement may include one or more amendments to the articles. If the
restatement includes an amendment requiring approval by the members entitled to
vote on articles or any other person, it 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 at a membership meeting, the corporation shall give written
notice to the members entitled to vote on articles 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 it would make in the
articles.
(4)
If the board seeks to have the restatement approved by the members entitled to
vote on articles by written ballot or written consent, the material soliciting
the approval shall contain or be accompanied by a copy or summary of the
restatement that identifies any amendments or other change it would make in the
articles.
(5)
A restatement requiring approval by the members entitled to vote on articles
must be approved by the same vote as an amendment to articles under ORS 65.437.
(6)
A corporation restating its articles of incorporation shall deliver to the
Office of 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 requiring
approval by the members entitled to vote on articles or any other person other
than the board of directors and, if it does not, that the board of directors
adopted the restatement, or if the restatement contains an amendment to the
articles requiring approval by the members entitled to vote on articles, the
information required by ORS 65.447; and
(b)
If the restatement contains an amendment to the articles 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 shall include all statements required to be
included in original articles of incorporation except that no statement is
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 Office of the Secretary of State.
(8)
Duly adopted restated articles of incorporation supersede the original articles
of incorporation and all amendments to them.
(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]
65.454 Amendment pursuant to court order.
(1) A corporation’s articles may be amended without board approval or approval
by the members entitled to vote on articles, 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 in the Circuit Court for Marion
County to correct the statement in the articles of incorporation or the annual
report with regard to whether the corporation is a public benefit or mutual
benefit corporation or, subject to the provisions of ORS 65.042, a religious
corporation.
(2)
The articles after amendment shall 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 Office of 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]
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.
Unless otherwise provided in its articles or bylaws, a corporation with no
members with the power to vote on bylaws shall amend its bylaws as provided in
this section. The corporation’s incorporators, until directors have been
chosen, and thereafter its board of directors may adopt one or more amendments
to the corporation’s bylaws subject to any approval required pursuant to ORS
65.467. The corporation shall provide notice of any meeting of directors at
which an amendment is to be approved. The notice shall 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
contain or be accompanied by a copy or summary of the amendment or state the general
nature of the amendment. [1989 c.1010 §115]
65.464 Amendment by directors and members.
(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 this power 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 its board of directors. [1989 c.1010 §116]
65.467 Approval by third persons.
The articles may require an amendment to the articles or bylaws to be approved
in writing by a specified person or persons other than the board. Such an
article provision may not be amended without the approval in writing of such
person or persons. [1989 c.1010 §117]
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 where the 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 or religious
corporation may merge only with:
(a)
A public benefit or religious corporation;
(b)
A foreign corporation which would qualify under this chapter as a public
benefit or religious corporation;
(c)
A wholly owned foreign or domestic business or mutual benefit corporation,
provided the public benefit or religious corporation is the surviving
corporation and continues to be a public benefit or religious corporation after
the merger; or
(d)
A foreign or domestic business or mutual benefit corporation, provided that:
(A)
On or prior to 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 or religious corporation or the fair
market value of the public benefit or religious corporation if it were to be
operated as a business concern are transferred or conveyed to one or more
persons who would have received its assets under ORS 65.637 (1)(e) and (f) had
it dissolved;
(B)
It shall return, transfer or convey any assets held by it 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 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)
Notice, including a copy of the proposed plan of merger, must be delivered to
the Attorney General at least 20 days before consummation of any merger of a
public benefit corporation or a religious corporation pursuant to subsection
(1)(d) of this section.
(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, no member of a public
benefit or religious corporation may receive or keep anything as a result of a
merger other than a membership in the surviving public benefit or religious
corporation. Where approval or consent is required by this section, it shall be
given if the transaction is consistent with the purposes of the public benefit
or religious corporation or is otherwise in the public interest. [1989 c.1010 §119]
65.487 Action on plan by board, members and
third persons. (1) Unless this chapter, the articles,
bylaws or the board of directors or members, acting pursuant to 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;
(b)
By the members 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; and
(c)
In writing, by any person or persons whose approval is required for an
amendment to the articles or bylaws by a provision of the articles, as
authorized by ORS 65.467.
(2)
If the corporation does not have members entitled to vote on the merger, the
merger must be approved by a majority of the directors in office at the time
the merger is approved. In addition, the corporation shall provide notice of
any 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 its submission of the proposed merger to a
vote of members, and the members entitled to vote on the merger may condition
their approval of the merger, on receipt of a higher percentage of affirmative
votes or on any other basis.
(4)
If the board seeks to have the plan approved by the members at a membership
meeting, the corporation shall give notice to its members 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
plan of merger and 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 shall
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
shall include a copy or summary of the articles and bylaws which will be in
effect immediately after the merger takes effect.
(5)
If the board seeks to have the plan approved by the members by written consent
or written ballot, the material soliciting the approval shall 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 shall 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 shall include a copy or summary of
the articles and bylaws which will be in effect immediately after the merger takes
effect.
(6)
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 is approved by a class of members
by two-thirds of the votes cast by the class or a majority of the voting power
of the class, whichever is less.
(7)
After a merger is adopted, 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 none is set forth, in
the manner determined by the board of directors. [1989 c.1010 §120]
65.491 Articles of merger.
(1) After a plan of merger is approved by the board of directors of each
merging corporation and, if required by ORS 65.487, by the members and any
other persons, the surviving corporation shall deliver to the Office of the
Secretary of State for filing articles of merger setting forth:
(a)
The plan of merger.
(b)
If approval of members was not required, a statement to that effect and a
statement that the plan was approved by a sufficient vote of the board of
directors of each corporation.
(c)
If approval by the members of one or more corporations 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 plan; and
(B)
The total number of votes cast for and against the plan by each class entitled
to vote separately on the plan.
(d)
If approval of the plan by some person or persons other than the members or the
board is required pursuant to ORS 65.487 (1)(c), a statement that the approval
was obtained.
(2)
Unless a delayed effective date is specified, a merger takes effect when the
articles of merger are filed. [1989 c.1010 §121]
65.494 Effect of merger.
When a merger takes effect:
(1)
Every other corporation party to the merger merges into the surviving
corporation and the separate existence of every corporation except the
surviving corporation ceases;
(2)
The title to all real estate and other property owned by each corporation party
to the merger is vested in the surviving corporation without reversion or
impairment subject to any and all conditions to which the property was subject
prior to the merger;
(3)
The surviving corporation has all liabilities and obligations of each
corporation party to the merger;
(4)
A proceeding pending against any corporation 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;
(5)
The articles of incorporation and bylaws of the surviving corporation are
amended to the extent provided in the plan of merger; and
(6)
The memberships or shares of each nonprofit or business corporation party to
the merger that are to be converted into memberships, obligations, shares or
other securities of the surviving 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]
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 Effect of merger on bequests,
devises and gifts. Any bequest, devise, gift, grant
or promise contained in a will or other instrument of donation, subscription or
conveyance, which is made to a constituent corporation and which takes effect
or remains payable after the merger, inures to the surviving corporation unless
the will or other instrument otherwise specifically provides. [1989 c.1010 §124]
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 its
property, with or without the goodwill, other than in the usual and regular
course of its 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, bylaws or the board of directors or members,
acting pursuant to 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;
(b)
By the members 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; and
(c)
In writing by any person or persons whose approval is required for an amendment
to the articles or bylaws by a provision of the articles as authorized by ORS
65.467.
(3)
If the corporation does not have members entitled to vote on the transaction,
the transaction must be approved by a majority of the directors in office at
the time the transaction is approved. In addition, the corporation shall
provide notice of any 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 contain or be accompanied by a description of the
transaction.
(4)
The board of directors may condition its submission of the proposed transaction
to a vote of members, and the members entitled to vote on the transaction may
condition their 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 its members 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 sale, lease, exchange or other disposition of all or substantially all of
the property of the corporation and 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 shall contain
or be accompanied by a description of the transaction.
(7)
A public benefit or religious corporation must give written notice to the
Attorney General 20 days before it sells, leases, exchanges or otherwise
disposes of all or substantially all of its property unless the transaction is
in the usual and regular course of its activities or the Attorney General has
given the 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]
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 its articles or bylaws:
(1)
A mutual benefit corporation may purchase its memberships and, under the
circumstances indicated in ORS 65.147 and 65.171, a public benefit or religious
corporation may purchase its memberships, if after the purchase is completed:
(a)
The corporation would be able to pay its debts as they become due in the usual
course of its activities; and
(b)
The corporation’s total assets would at least equal the sum of its 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 which is a religious or public
benefit corporation or a foreign nonprofit corporation which, if incorporated
in this state, would qualify as a religious or public benefit corporation. [1989
c.1010 §129]
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 articles or bylaws, dissolve the corporation by delivering articles of
dissolution to the Office of 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]
65.624 Dissolution by directors, members
and third persons. (1) Unless this chapter, the articles,
bylaws or the board of directors or members, acting pursuant to subsection (3)
of this section, require a greater vote or voting by class, dissolution is
authorized if it is approved:
(a)
By the board;
(b)
By the members 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; and
(c)
In writing, by any person or persons whose approval is required for an
amendment of the articles or bylaws, as authorized by ORS 65.467, or for
dissolution.
(2)
If the corporation does not have members entitled to vote on dissolution,
dissolution must be approved by a vote of a majority of the directors in office
at the time the transaction is approved. 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 contain or be accompanied by a copy or
summary of the plan of dissolution.
(3)
The board may condition its submission of the proposed dissolution to a vote of
members, and the members may condition their approval of the dissolution on
receipt of a higher percentage of affirmative votes or on any other basis.
(4)
If the board 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 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 dissolving the corporation and contain or be accompanied
by a copy or summary of the plan of dissolution.
(5)
If the board seeks to have dissolution approved by the members by written
consent or written ballot, the material soliciting the approval shall contain
or be accompanied by a copy or summary of the plan of dissolution.
(6)
The plan of dissolution shall 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]
65.627 Notices to Attorney General.
(1) A public benefit or religious corporation shall give the Attorney General
written notice that it intends to dissolve at or before the time it delivers
articles of dissolution to the Secretary of State. The notice shall include a
copy or summary of the plan of dissolution.
(2)
No assets shall be transferred or conveyed by a public benefit or religious
corporation as part of the dissolution process until 20 days after it has given
the written notice required by subsection (1) of this section to the Attorney
General or until the Attorney General has consented in writing, or indicated in
writing, that the Attorney General will take no action in respect to the
transfer or conveyance, whichever is earlier.
(3)
When all or substantially all of the assets of a public benefit corporation
have been transferred or conveyed following approval of dissolution, the board
shall deliver to the Attorney General a list showing those, other than
creditors, to whom the assets were transferred or conveyed. The list shall
indicate the addresses of each person, other than creditors, who received
assets and indicate what assets each received. [1989 c.1010 §132]
65.631 Articles of dissolution.
(1) At any time after dissolution is authorized, the corporation may dissolve
by delivering to the Office of 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;
(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 or religious corporation, that the notice
to the Attorney General required by ORS 65.627 (1) has been given.
(2)
A corporation is dissolved upon the effective date of its articles of
dissolution. [1989 c.1010 §133]
65.634 Revocation of dissolution.
(1) A corporation may revoke its dissolution within 120 days of its effective
date.
(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 Office of 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, it relates back to and takes
effect as of the effective date of the dissolution and the corporation resumes
carrying on its activities as if dissolution had never occurred. [1989 c.1010 §134]
65.637 Effect of dissolution.
(1) A dissolved corporation continues the corporation’s corporate existence but
may not carry on any activities except those 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 or religious corporation, and the
corporation has not provided in the corporation’s articles 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 (37)(b);
(g)
If the corporation is a mutual benefit corporation and the corporation has not
provided in the corporation’s articles 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 those prescribed in ORS 65.301 to 65.414;
(c)
Change quorum or voting requirements for the corporation’s board 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]
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 its dissolution and request that persons with claims against the
corporation present them in accordance with the notice.
(2)
The notice must:
(a)
Be published 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 its registered office is or was
last located;
(b)
Describe the information that must be included in a claim and provide a mailing
address where the claim may be sent; and
(c)
State that a claim against the corporation will be barred unless a proceeding
to enforce the claim is commenced within five years after publication of the
notice.
(3)
If the dissolved corporation publishes a newspaper 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
newspaper 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.
(4)
A claim may be enforced under this section:
(a)
Against the dissolved corporation, to the extent of its undistributed assets;
or
(b)
Against any person, other than a creditor of the corporation, to whom the
corporation distributed its 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 corporation
paid on behalf of the corporation by that distributee
after the date of distribution. [1989 c.1010 §137]
(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 ground determined by the Secretary of State 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 its corporate existence but
may not carry on any activities except those necessary to wind up and liquidate
its affairs under ORS 65.637 and notify its claimants under ORS 65.641 and
65.644.
(4)
The administrative dissolution of a corporation does not terminate the
authority of its registered agent. [1989 c.1010 §139; 1993 c.190 §6]
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) The circuit courts may dissolve a corporation:
(a)
In a proceeding by the Attorney General if it is established that:
(A)
The corporation obtained its articles of incorporation through fraud;
(B)
The corporation has exceeded or abused the authority conferred upon it 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; or
(E)
The corporation is a public benefit corporation and is no longer able to carry
out its purposes;
(b)
Except as provided in the articles 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, if it is established 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 of 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 or religious corporation and is no longer
able to carry out its purposes;
(c)
In a proceeding by a creditor if it is established 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 its voluntary dissolution continued
under court supervision.
(2)
Prior to dissolving a corporation, the court shall consider whether:
(a)
There are reasonable alternatives to dissolution;
(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. [1989 c.1010 §142]
65.664 Procedure for judicial dissolution.
(1) Venue for a proceeding by the Attorney General to dissolve a corporation
lies in Marion County. Venue for a proceeding brought by any other party named
in ORS 65.661 lies in the county where a corporation’s principal office is
located or, if the principal office is not in this state, where its registered
office is or was last located.
(2)
It is not necessary to make directors or members parties to a proceeding to
dissolve a corporation unless relief is sought against them 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 an involuntary dissolution
proceeding for a public benefit or religious corporation shall forthwith give
written notice of the proceeding to the Attorney General who may intervene. [1989
c.1010 §143]
65.667 Receivership or custodianship.
(1) A court in a judicial proceeding brought to dissolve a public benefit or
mutual benefit corporation may appoint one or more receivers to wind up and
liquidate the affairs of the corporation, or one or more custodians to manage
the affairs of 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
its property wherever located.
(2)
The court may appoint an individual or a domestic or foreign business or
nonprofit corporation, authorized to transact business in this state, as a
receiver or custodian. 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
its 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 its board of directors or officers, to the extent necessary to manage
the affairs of the corporation in the best interests of its 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, its 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. [1989 c.1010 §144]
65.671 Judgment of dissolution.
(1) If after a hearing the court determines that one or more grounds for
judicial dissolution described in ORS 65.661 exist, it 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 Office of 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]
(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]
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 office of 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,
mutual benefit 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]
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 Office of the Secretary
of State for filing if it changes:
(a)
Its corporate name as shown on the records of the office;
(b)
The period of its duration; or
(c)
Its designation under ORS 65.707 as a public benefit, mutual benefit or
religious corporation.
(2)
The amendment to the application for authority to transact business in this
state shall set forth the corporate name shown on the records of the office and
the new corporate name, the new period of duration or the new designation as
public benefit, mutual benefit or religious corporation. The corporate name as
changed must satisfy the requirements of ORS 65.717. [1989 c.1010 §150; 1993
c.190 §7]
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 shall not authorize a foreign
corporation to transact business in this state unless the corporate name of the
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
office is not distinguishable on the records of the office from the corporate
name of the applicant foreign corporation, the Secretary of State shall 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 shall 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
its corporate name to one that does not satisfy the requirements of ORS 65.094,
it shall not transact business in this state under the changed name until it
adopts a name satisfying the requirements of ORS 65.094 and delivers to the
Office of the Secretary of State for filing an amendment to the application for
authority under ORS 65.711. [1989 c.1010 §152]
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 its
registered office or registered agent by delivering to the Office of the
Secretary of State for filing a statement of change that sets forth:
(a)
The name of the foreign 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
its registered office and the office or residence address of its 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 corporation in writing of the change and
signing, either manually or in facsimile, and delivering to the Office of 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 corporation
has been notified of the change.
(3)
The filing of the statement under this section by the Office of the Secretary
of State shall terminate the existing registered office or agent, or both, on
the effective date of the filing by the Office of the Secretary of State and
establish the newly appointed registered office or agent, or both, as that of
the foreign corporation. [1989 c.1010 §154]
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 Office of 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 shall 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 Office 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 statement was filed by the Office of the
Secretary of State 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]
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 Office of the Secretary of State to withdraw from this state. The
application shall set forth:
(a)
The name of the foreign corporation and the name of the state or country under
whose law it is incorporated;
(b)
That it is not transacting business in this state and that it surrenders its authority
to transact business in this state;
(c)
That it revokes the authority of its registered agent to accept service on its
behalf and appoints the Secretary of State as its agent for service of process
in any proceeding based on a cause of action arising during the time it 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)
Upon filing by the Office of the Secretary of State of the application to
withdraw, the authority of the foreign corporation to transact business in this
state shall cease. [1989 c.1010 §157]
(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) The circuit courts may revoke the authority of a foreign corporation to
transact business in this state:
(a)
In a proceeding by the Attorney General if it is established that:
(A)
The corporation obtained its authority to transact business in this state
through fraud;
(B)
The corporation has exceeded or abused the authority conferred upon it by law;
(C)
The corporation would have been a public benefit corporation had it been
incorporated in this state and its corporate assets are being misapplied or
wasted;
(D)
The corporation would have been a public benefit corporation had it been
incorporated in this state and it is no longer able to carry out its purposes;
(E)
An incorporator, director, officer or agent of the corporation signed a
document knowing it was false in any material respect with the intent that the
document be delivered to the Office of the Secretary of State for filing; or
(F)
The corporation has fraudulently solicited money or has fraudulently used the
money solicited.
(b)
Except as provided in the articles or bylaws of a foreign corporation that
would have been a religious corporation had it 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, if it is established 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 foreign corporation that would have been a public benefit
or religious corporation had it been incorporated in this state, and is no
longer able to carry out its purposes.
(c)
In a proceeding by a creditor if it is established that:
(A)
The creditor’s claim has been reduced to judgment, the execution on the
judgment 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.
(2)
Prior to revoking a corporation’s authority, the court shall consider whether:
(a)
There are reasonable alternatives to revocation of authority;
(b)
Revocation of authority is in the public interest, if the corporation is a
foreign corporation that would have been a public benefit corporation had it
been incorporated in this state; or
(c)
Revocation of authority is the best way to protect the interests of members, if
the corporation is a foreign corporation that would have been a mutual benefit
corporation had it been incorporated in this state. [1989 c.1010 §161]
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 the court determines that one or more grounds for
judicial revocation of authority described in ORS 65.751 exists, it may enter a
judgment revoking the 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 Office of 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 registered agent of the corporation. [1989
c.1010 §163; 2003 c.576 §330]
RECORDS AND REPORTS
(Records)
65.771 Corporate records.
(1) A corporation shall keep as permanent records minutes of all meetings of
its 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 its agent shall maintain a record of its members in a form
that permits preparation of a list of the name and address of all members, in
alphabetical order by class showing the number of votes each member is entitled
to vote.
(4)
A corporation shall maintain its records in written form or 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)
Articles or restated articles of incorporation and all amendments to them
currently in effect;
(b)
Bylaws or restated bylaws and all amendments to them currently in effect;
(c)
Resolutions adopted by its 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 business or home addresses of its 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 its
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. [1989 c.1010 §164]
65.774 Inspection of records by members.
(1) Subject to subsection (5) of this section and ORS 65.777 (3), a member is
entitled to 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 is entitled to 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 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 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 corporation information as to the
identity of contributors to the corporation; and
(B)
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 other members through the corporation at the expense of the
member making the request. [1989 c.1010 §165]
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, 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, a membership list or any part thereof 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]
(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
office of 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 corporation is a
public benefit, mutual benefit or religious corporation;
(i) If the corporation is a foreign corporation, whether the
corporation would be public benefit, mutual benefit or religious corporation
had the 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 or foreign corporation in the current records of the office of
the Secretary of State. The failure of the domestic or foreign corporation to
receive the annual report form from the Secretary of State does not relieve the
corporation of the corporation’s duty under this section to deliver an annual
report to the office.
(4)
If an annual report does not contain the information this section requires, the
Secretary of State shall promptly notify the reporting domestic or foreign
corporation in writing and return the report to the corporation for correction.
The domestic or foreign corporation must correct the error within 45 days after
the Secretary of State gives the notice.
(5)(a)
A domestic or foreign corporation may update information that is required or
permitted in an annual report filing at any time by delivering to the office of
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 office for filing
and before the next anniversary; or
(B)
A statement with the change if the update occurs before the domestic 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 records of the office; 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]
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 192.501. 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 192.501, 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 9.755;
(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 and the Oregon Medical Insurance Pool created
under ORS chapter 735. [1989 c.1010 §172; 1997 c.249 §26; 1999 c.274 §20; 2001
c.922 §11; 2005 c.22 §51]
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]
PENALTY
65.990 Penalty for signing false document.
(1) A person commits the crime of falsely signing a document for filing if the
person signs a document knowing it is false in any material respect with intent
that the document be delivered to the Office of the Secretary of State for
filing.
(2)
Violation of subsection (1) of this section is a Class B misdemeanor. [1989
c.1010 §§12,171]
CHAPTER 66 [Reserved
for expansion]
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