Oregon Revised Statutes
Except as provided in this section, a person may not accept anything of value in exchange for the preparation of a trust. Subsection (1) of this section does not apply to an attorney who charges and accepts a fee for the preparation of a trust for a client in the course of representing that client. Subsection (1) of this section does not apply to any trust…
PRIVATE FOUNDATION AND SPLIT INTEREST TRUSTS
Notwithstanding any provision to the contrary in the governing instrument or any law of this state, the trustee of a trust which is a “private foundation” as defined in section 509 of the Internal Revenue Code of 1954 (including nonexempt charitable trusts as defined in section 4947 (a) (1) of the Internal Revenue Code of 1954) shall not engage in any act of…
Notwithstanding any provision to the contrary in the governing instrument or any law of this state, the trustee of a trust which is a “split-interest trust” as defined in section 4947 (a) (2) of the Internal Revenue Code of 1954, shall not engage in any act of self dealing as defined in section 4941 (d) of the Internal Revenue Code of 1954; shall not retain …
The trustee of a trust which is a private foundation to which ORS 128.085 applies or a split-interest trust to which ORS 128.090 applies may, with the prior consent of the Attorney General, amend the terms of the governing instrument to the extent necessary (1) to assure conformity of the governing instrument with the requirements for exemption from the taxe…
Notwithstanding any other provision of law, any fiduciary holding securities in a fiduciary capacity, any financial institution or trust company holding securities as a custodian or managing agent, and any financial institution or trust company holding securities as custodian for a fiduciary is authorized to deposit or arrange for the deposit of the securiti…
UNIFORM PRUDENT MANAGEMENT OF INSTITUTIONAL FUNDS ACT
ORS 128.305 to 128.336 may be cited as the Uniform Prudent Management of Institutional Funds Act.
As used in ORS 128.305 to 128.336: “Charitable purpose” means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose or any other purpose the achievement of which is beneficial to the community. “Endowment fund” means an institutional fund or part of an institutional fund that, unde…
Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund. In addition to complying with the duty of loyalty imposed by law other than ORS 128.305 to 128.336, each person responsible for…
Subject to subsection (4) of this section and the intent of a donor expressed in the gift instrument, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes and duration for which the endowment fund is established. Unless stated otherwise in the gift …
Subject to any specific limitation set forth in a gift instrument or in law other than ORS 128.305 to 128.336, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an…
If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment or purpose of an institutional fund. A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution. The court, upon application o…
Compliance with ORS 128.305 to 128.336 is determined in light of the facts and circumstances existing at the time a decision is made or action is taken, and not by hindsight.
ORS 128.305 to 128.336 modify, limit and supersede the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., but do not modify, limit or supersede 15 U.S.C. 7001(a), or authorize electronic delivery of any of the notices described in 15 U.S.C. 7003(b).
In applying and construing ORS 128.305 to 128.336, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the Uniform Prudent Management of Institutional Funds Act.
EMPLOYEES’ TRUSTS
As used in ORS 128.520, “employees’ trust” means a trust of real or personal property forming part of a pension, profit sharing, stock bonus, annuity, disability or death benefit plan of an employer or group of employers for the benefit of the employees of the employer or group of employers, to which contributions are made by such employers or employees, or …
An employees’ trust may be permitted to accumulate for such time as may be necessary to accomplish the purpose for which it is created, and is not invalid as violating any rule of law against perpetuities or the suspension of the power of alienation of title to property. The income from any property held in an employees’ trust may continue in perpetuity or i…
A “business trust” is any association, including a real estate investment trust, engaged in or operating a business under a written trust agreement or declaration of trust, the beneficial interest under which is divided into transferable certificates of participation or shares, other than a trust engaged solely in exercising the voting rights pertaining to c…
A business trust is permitted as a recognized form of association for the conduct of business within the State of Oregon.
Neither a business trust nor the trustees of such trust are subject to the provisions of ORS chapters 706, 707 and 709.
Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed under ORS 128.560 to 128.600. The Secretary of State may by rule require the use of the forms.
Any business trust desiring to do business in this state shall first submit to the Office of Secretary of State a copy of the trust instrument creating the trust and any subsequent amendments to the trust and a document setting forth: The business trust name and the state or country of formation; The names and addresses of the business trust’s trustees; T…
Any business trust shall be subject to such provisions of law, now or hereafter enacted, with respect to domestic and foreign corporations, respectively, as relate to the issuance of securities, filing of required statements or reports, service of process, general grants of power to act, right to sue and be sued, limitation of individual liability of shareho…
The trustees, shareholders or beneficiaries of a business trust shall not, as such, be personally liable for any obligations of such business trust arising after June 25, 1971. Persons becoming trustees, shareholders or beneficiaries after June 25, 1971, shall not be personally liable, as such, for obligations of the business trust existing on June 25, 1971.
For purposes of ORS 128.585, filing of the trust instrument by the Secretary of State shall be conclusive evidence that all conditions precedent required to be performed by the business trust have been complied with and that the business trust is authorized to do business in this state, except as against this state in a proceeding to cancel or revoke the fil…
A business trust by the trust’s anniversary date shall deliver to the office of the Secretary of State for filing an annual report accompanied by the annual fee. The annual report must contain: The name of the business trust and the state or country under the law of which the business trust is formed; The names and addresses of the business trust’s truste…
The Secretary of State may commence a proceeding to inactivate the trust instrument of a business trust if: The business trust does not pay when due any fees imposed by ORS 128.560 to 128.600; The business trust does not deliver its annual report to the Secretary of State when due; The business trust is without a registered agent or registered office in t…
A business trust that the Secretary of State inactivated under ORS 128.597 may apply to the Secretary of State for reinstatement within five years from the date of inactivation. The application must state: The name of the business trust and effective date of the business trust’s administrative inactivation; and That the ground or grounds for inactivation e…
The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under ORS 128.560 to 128.600 and for process served on the secretary under ORS 128.560 to 128.600. The secretary may collect the fees described in ORS 56.140 for copying any public record under ORS 128.560 to 128.600, certifying the copy or certifying…
ORS 128.610 to 128.769 may be cited as the Charitable Trust and Corporation Act.
As used in ORS 128.610 to 128.769: “Charitable corporation” means any nonprofit corporation organized under the laws of this state for charitable or eleemosynary purposes and any similar foreign corporation doing business or holding property in this state for such purposes. The mere making of grants or donations to institutions or beneficiaries within the S…
ORS 128.610 to 128.769 apply to all charitable organizations holding property for charitable purposes over which the state or the Attorney General has enforcement or supervisory powers. ORS 128.610 to 128.769 shall apply regardless of any contrary provisions of any instrument.
ORS 128.610 to 128.769 do not apply to the United States, any state, territory or possession of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or to any of their agencies or governmental subdivisions. ORS 128.650 to 128.670 and 128.720 do not apply to: Any religious corporation sole or other religious corporation or organizat…
The Attorney General shall establish and maintain a register of charitable organizations subject to ORS 128.610 to 128.769 and of the particular trust or other relationship under which the charitable organizations hold property for charitable purposes and, to that end, may conduct whatever investigation is necessary, and shall obtain from public records, cou…
Every charitable organization subject to ORS 128.610 to 128.769 that has received property for charitable purposes shall file with the Attorney General, upon receiving possession or control of such property: A registration statement in the form and with the information designated by the Attorney General by rule; and A copy of the articles of incorporation,…
Except as otherwise provided, every charitable organization subject to ORS 128.610 to 128.769 shall, in addition to filing copies of the instruments previously required, file with the Attorney General annual written reports setting forth information as to the nature of the assets held for charitable purposes and the administration thereof by the corporation …
The following acts and practices are violations of ORS 128.610 to 128.769: Operating in violation of, or failing to comply with, any requirement of ORS 128.610 to 128.769 or any rules promulgated under ORS 128.610 to 128.769, including but not limited to: Failing to file the registration statement required under ORS 128.660. Failing to file an annual repo…
The Attorney General may investigate transactions and relationships of charitable organizations subject to ORS 128.610 to 128.769 for the purpose of ascertaining whether or not the purposes of the charitable organization are being carried out in accordance with the terms and provisions of the articles of incorporation or other instrument, whether a person or…
When the Attorney General requires the attendance of any person, as provided in ORS 128.680, the Attorney General shall issue an order setting forth the time when and the place where attendance is required and shall cause the same to be delivered to or sent by registered or certified mail to the person at least 14 days before the date fixed for attendance. S…
The Attorney General may institute appropriate proceedings to secure compliance with ORS 128.610 to 128.769 and to invoke the jurisdiction of the court. A court may issue a temporary, preliminary or permanent injunction to restrain violations of ORS 128.610 to 128.769 and may require a charitable organization or responsible charitable fiduciary to provide or…
Every person who offers for probate any instrument which establishes a testamentary trust of property for charitable purposes or who records in any county any inter vivos transfer of property for charitable purposes shall furnish a copy of such document to the Attorney General. Upon filing the final account and petition for a judgment of distribution of any …
Every officer, agency, board or commission of this state, receiving applications for exemption from taxation of any corporation, charitable trust or similar relationship in which the corporation or trustee is subject to ORS 128.610 to 128.769 shall annually file with the Attorney General a list of all applications received during the year.
In any suit or action against a charitable organization or charitable fiduciary to enforce any fiduciary duty or other duty arising under ORS 128.610 to 128.769 or to enforce any fiduciary duty arising under the common law, the court in its discretion may award the prevailing party reasonable attorney fees at trial and on appeal and, as part of costs and dis…
The Charitable Trust and Corporation Act, ORS 128.610 to 128.769, shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact it.
The Attorney General may issue an order disqualifying a charitable organization from receiving contributions that are deductible as charitable donations for the purpose of Oregon income tax and corporate excise tax if the Attorney General finds that the organization has failed to expend at least 30 percent of the organization’s total annual functional expens…
When a disqualification order issued under ORS 128.760 to 128.769 becomes effective, the charitable organization named in the order shall provide a disclosure as described in this section in all solicitations made by the organization to persons in Oregon. The disclosure must clearly and conspicuously state that contributions to the organization are not deduc…
When a disqualification order issued under ORS 128.760 to 128.769 becomes effective, the Attorney General shall publish on the Internet and otherwise make publicly available information identifying the charitable organization named in the order, the date that the order became effective and the date that the information was published on the Internet. At leas…
The Attorney General may adopt all rules necessary for the implementation of ORS 128.760 to 128.769. CHARITABLE SOLICITATIONS ACT
As used in ORS 128.801 to 128.898: “Charitable purpose” means any purpose to promote the well-being of the public at large, or for the benefit of an indefinite number of persons, including but not limited to educational, literary or scientific purposes, or for the prevention of cruelty to children or animals, or for the benefit of religion, rehabilitation s…
No person shall act as a professional fund raising firm with respect to the solicitation of funds in this state on behalf of any nonprofit organization unless the professional fund raising firm is registered with the Attorney General. Applications for registration or reregistration shall be in writing, under oath, on a form prescribed by the Attorney Genera…
Prior to each solicitation campaign to be conducted in this state, where the services of a professional fund raising firm are employed, the firm shall file a completed fund raising notice on forms prescribed by the Attorney General. A copy of the written fund raising plan, described in ORS 128.807 and a copy of the written disclosure, when required by ORS 12…
A professional fund raising firm shall not participate in a solicitation campaign in this state without first submitting a written financial plan to the nonprofit beneficiary. A nonprofit organization, utilizing the services of a professional fund raising firm, shall not solicit in this state unless it has obtained such a written financial plan from the firm…
No person shall engage in an in-person solicitation as an agent of a professional fund raising firm, including a face-to-face or telephone solicitation, unless it is disclosed orally in the course of the solicitation but prior to asking for a commitment for a contribution from the solicitee, and in writing to any solicitee that makes a pledge to be delivered…
Within 90 days after a solicitation campaign has been completed, unless funds are to be collected by the nonprofit beneficiary, the professional fund raising firm shall file with the Attorney General a financial report for the campaign, including gross receipts and all expenditures incurred in the solicitation campaign. The report shall be completed on a for…
There shall be a rebuttable presumption of a breach of fiduciary duty if an officer or director of a nonprofit beneficiary enters into an agreement with a professional fund raising firm: For a duration to exceed two years unless the nonprofit beneficiary has obtained written proposals from at least two other professional fund raising firms; or Where one of…
No person shall engage in solicitations for contributions for or on behalf of a commercial fund raising firm unless the commercial fund raising firm is registered with the Attorney General. Applications for registration or reregistration shall be in writing, under oath, on a form prescribed by the Attorney General and shall be accompanied by a fee in the am…
No person shall engage in commercial fund raising solicitations unless there is a designated amount to be paid to nonprofit beneficiaries. Where the nonprofit beneficiary is identified in the solicitation campaign, the amount shall be specified in a contract or letter of agreement with such a beneficiary. The amount shall be specified in terms of: An amount…
All commercial fund raising solicitations shall include a clear and conspicuous disclosure of the identity of the commercial fund raising firm or commercial coventurer. In the case of a vending machine, it shall be disclosed on the device that the machine is owned and operated by the commercial fund raising firm or commercial coventurer. In the case of an …
At least 10 days prior to the commencement of each commercial fund raising solicitation campaign, a commercial fund raising firm shall file with the Attorney General a completed fund raising notice on forms prescribed by the Attorney General. A copy of the contract or letter of agreement with any beneficiary and a copy of the disclosure material required by …
Within 90 days after a commercial fund raising solicitation campaign has been completed, the commercial fund raising firm shall file with the Attorney General a financial report for the campaign, including gross receipts and all expenditures incurred in the solicitation campaign. The report shall be completed on a form prescribed by the Attorney General. The…
A commercial fund raising firm shall maintain for a period of not less than three years from the completion of each fund raising campaign, the following records: The name and address of each contributor and the date and amount of the contribution, if the preceding is known to the commercial fund raising firm. The name and address of each paid solicitor and…
A commercial coventurer shall keep a final accounting for each commercial fund raising solicitation that it conducts for a period of three years following the completion of the campaign. A commercial coventurer shall provide such an accounting for each commercial fund raising solicitation it conducts not later than 20 days after it is requested by the Attorn…
No person, other than volunteers or employees under the direction and control of a nonprofit beneficiary, shall represent that any part of the contributions received will be given or donated to any named nonprofit beneficiary unless such organization has consented in writing to the use of its name, prior to the solicitation. The written consent shall be sign…
A commercial fund raising firm shall not represent, in the course of its solicitation activities, that tickets to events will be donated for use by another unless it has complied with the following requirements: The commercial fund raising firm shall obtain commitments, in writing, from beneficiaries stating that they will accept donated tickets and specify…
The Attorney General may obtain an injunction against solicitation of contributions until: The charitable organization, beneficiary, professional fund raising firm or commercial fund raising firm has complied with all registration and reporting requirements of the Charitable Solicitations Act and ORS 128.610 to 128.769; or Breaches of fiduciary duties have…
Subject to ORS chapter 183, the Attorney General may deny registration or revoke any registration issued pursuant to ORS 128.802 or 128.821 for a period not to exceed five years, if the Attorney General finds: A material misrepresentation or false statement to be in the application for registration or any other statement filed with the Attorney General as p…
The Attorney General shall make rules as to the filing and execution of reports and registration statements required by ORS 128.610 to 128.650, 128.680, 128.710, 128.801 to 128.898, 128.995 and 646.608 and to the contents thereof. The Attorney General may make additional rules and amend existing rules as necessary for the proper administration of the Charita…
All fees and penalties received by the Department of Justice under ORS 128.802 and 128.821 shall be paid over to the State Treasurer monthly for deposit in the Department of Justice Operating Account created under the provisions of ORS 180.180. Amounts deposited pursuant to this section are continuously appropriated to the Attorney General to pay the expense…
No person shall make any false or misleading representations in the course of any solicitation of contributions. A representation may be any manifestation of any assertion by words or conduct, including, but not limited to, a failure to disclose a fact. No person shall have a cause of action under ORS 646.638 for an alleged violation of any provision of th…
No solicitation for contributions shall in any way use the fact or requirement of registration, or any filing of any report pursuant to the Charitable Solicitations Act or ORS 128.610 to 128.769, with the intent to cause or in a manner tending to cause any person to believe that such solicitation, the manner in which it is conducted, its purposes, any use to…
A person may not use an address in this state, including a return address, in a solicitation, or in written material issued in connection with a solicitation, made on behalf of a nonprofit organization unless: The nonprofit organization actually maintains and staffs an office in this state; or The solicitation, or written material issued in connection with…
ORS 128.801 to 128.898 and 128.995 may be cited as the Charitable Solicitations Act.
CRIMINAL PENALTIES
Filing or assisting in preparing or filing a statement or report required by the Charitable Trust and Corporation Act, ORS 128.610 to 128.769, that is false or fraudulent is a Class A misdemeanor.
A person commits the crime of signing a false document for filing if the person: Knows the document is false in any material respect; and Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under ORS 128.560 to 128.600. Signing a false document for filing is a Class A misdemeanor.
Violation of ORS 128.802, 128.821 or filing or assisting in preparing or filing a statement or report required by ORS 128.801 to 128.898 that is false or fraudulent is a Class A misdemeanor. _______________