PocketLaw | Oregon Revised Statutes | Nonprofit Corporations

Nonprofit Corporations

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Definitions.

Filing requirements.

Filing, service, copying and certification fees.

Effective time and date of document.

Correcting filed document.

Forms; rules.

Filing duty of Secretary of State.

Appeal from Secretary of State’s refusal to file document.

Evidentiary effect of certified copy of filed document or secretary’s certificate.

Certificate of existence or authorization.

Powers.

Notice.

Private foundations.

Judicial relief.

Notice to Attorney General; effect of failure to notify.

Religious corporations; constitutional protections.

Incorporators.

Articles of incorporation.

Incorporation.

Liability for preincorporation transactions.

Organization of corporation.

Bylaws.

Emergency bylaws and powers.

Corporation sole.

Purposes.

General powers.

Emergency powers.

Challenge of corporate authority; remedy.

Corporate name.

Reserved name.

Registered name.

Registered office and registered agent.

Change of registered office or registered agent.

Resignation of registered agent.

Service on the corporation.

Admission.

Consideration.

No requirement for members.

Rights and obligations of members.

Transfers.

Member’s liability to third parties.

Member’s liability for dues, assessments and fees.

Creditor’s action against member.

Resignation.

Termination, expulsion or suspension.

Acquiring memberships.

Derivative suits.

Delegates.

Annual and regular meetings.

Special meeting.

Participation in meeting by remote communication.

Court-ordered meeting; attorney fees.

Action without meeting.

Members’ use of electronic mail or other electronic means to discuss issues or take action.

Notice of meeting.

Waiver of notice.

Record date.

Action by written ballot.

Members’ list for meeting; attorney fees.

Voting entitlement of members.

Proxies.

Adjournment.

Corporation’s acceptance of votes.

Quorum requirements.

Voting requirements.

Cumulative voting for directors.

Other methods of electing directors.

Voting agreements.

Definitions for ORS 65.260 to 65.281.

Defective corporate action; ratification or validation; effective date.

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

Quorum; notice to shareholders of proposed ratification.

Notice of ratification by board of directors.

Corrected corporate action; validity; effective date.

Articles of validation; filing with Secretary of State.

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

Requirement for and duties of board.

Qualifications of directors.

Number of directors.

Election, designation and appointment of directors.

Terms of directors generally.

Staggered terms for directors.

Resignation of directors.

Removal of directors elected by members or directors.

Removal of directors by judicial proceeding.

Removal of designated or appointed directors.

Vacancy on board.

Compensation of directors.

Regular and special meetings.

Action without meeting.

Board of directors’ use of electronic means to take action; announcement required before taking action; contents of announcement; exceptions; effect and effective date of action taken by electronic means.

Call and notice of meetings.

Waiver of notice.

Quorum and voting.

Committees.

General standards for directors.

Director conflict of interest.

Loans to or guarantees for directors and officers.

Liability for unlawful distributions.

Liability of qualified directors.

Required officers.

Duties and authority of officers.

Standards of conduct for officers.

Resignation and removal of officers.

Contract rights of officers.

Definitions for ORS 65.387 to 65.414.

Authority to indemnify.

Mandatory indemnification.

Advance for expenses.

Court-ordered indemnification.

Determination and authorization of indemnification.

Indemnification of officers, employees and agents.

Insurance.

Application of ORS 65.387 to 65.411.

Authority.

Amendment by directors.

Amendment by board of directors and members.

Amendment of articles of incorporation of public benefit corporation.

Class voting by members on amendments.

Articles of amendment.

Restated articles of incorporation.

Amendment pursuant to court order.

Effect of amendment and restatement.

Amendment by directors.

Amendment by directors and members.

Approval by third persons.

Approval of plan of merger.

Limitations on mergers by public benefit or religious corporations.

Action on plan of merger by board, members and third persons.

Articles and plan of merger.

Effect of merger.

Merger with foreign corporation.

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

Merger with business corporation.

Sale of assets in regular course of activities; mortgage of assets.

Sale of assets other than in regular course of activities.

Prohibited distributions.

Authorized distributions.

Dissolution by incorporators.

Dissolution by directors, members and third persons.

Transfer or conveyance of assets as part of dissolution; notice to Attorney General.

Articles of dissolution.

Revocation of dissolution.

Effect of dissolution.

Known claims against dissolved corporation.

Unknown claims against dissolved corporation.

Grounds for administrative dissolution.

Procedure for and effect of administrative dissolution.

Reinstatement following administrative dissolution.

Appeal from denial of reinstatement.

Grounds for judicial dissolution.

Procedure for judicial dissolution.

Receivership or custodianship.

Judgment of dissolution.

Deposit with State Treasurer.

Authority to transact business required.

Consequences of transacting business without authority.

Application for authority to transact business.

Amendment to application for authority.

Effect of authority.

Corporate name of foreign corporation.

Registered office and registered agent of foreign corporation.

Change of registered office or registered agent of foreign corporation.

Resignation of registered agent of foreign corporation.

Service on foreign corporation.

Withdrawal of foreign corporation.

Grounds for administrative revocation.

Procedure for and effect of administrative revocation.

Appeal from administrative revocation.

Reinstatement following administrative revocation.

Grounds for judicial revocation.

Procedure for judicial revocation of authority.

Judgment of revocation.

Corporate records.

Inspection of records by members.

Scope of inspection right.

Court-ordered inspection; attorney fees.

Limitations on use of membership list.

Report to members and other persons of indemnification.

Annual report.

Definitions for ORS 65.803 to 65.815.

Hospitals operated by nonprofit corporation; transfer of assets; approval by Attorney General.

Notice to Attorney General; fee; trade secrets.

Public hearing; waiver; notice.

Time for Attorney General decision; nature of decision; appeal.

Disapproval of proposed transfer of assets.

Consultants; cost; rules; fee.

Rules.

Section 65.855

Section 65.860

Section 65.865

Section 65.870

Section 65.875

Short title.

Reservation of power to amend or repeal.

Application to existing domestic corporations; exemptions.

Application to corporations relating to condominiums, planned communities or timeshare estates.

Application to qualified foreign corporations.

Saving provisions.

Severability.

Penalty for signing false document.

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