Oregon Revised Statutes
As used in this chapter: “Anniversary” means, except as provided in paragraph (b) of this subsection, the day each year that is exactly one or more years after the date on which the Secretary of State files: The articles of incorporation for a domestic corporation; or An application for authority to transact business for a foreign corporation. “Anniversa…
For the Secretary of State to file a document under this chapter, the document must: Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section. Be a type of document that this chapter or another law requires or permits a person to file with the Secretar…
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 unde…
Except as provided in subsection (2) of this section and ORS 56.080, 65.014 and 65.275, a document accepted for filing after review is effective: On the date the Secretary of State files the document; and At the time, if any, the document specifies as the document’s effective time or at 12:01 a.m. on that date if the document does not specify an effective …
A domestic corporation or foreign corporation may correct a document filed by the Secretary of State other than an annual report, if the document: Contains an incorrect statement; or Was defectively executed, attested, sealed, verified or acknowledged. Errors in annual reports may be corrected as provided in ORS 65.787. A domestic corporation or foreign …
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.
If a document delivered to the Secretary of State for filing satisfies the requirements of ORS 65.004, the Secretary of State shall file the document. The Secretary of State files a document by accepting, reviewing and entering the document into the Secretary of State’s files, indicating on the document the date of filing and that the Secretary of State has…
If the Secretary of State refuses to file a document delivered to the Secretary of State for filing, a domestic corporation or foreign corporation, in addition to any other legal remedy which may be available, has the right to appeal from such final order pursuant to the provisions of ORS 183.484.
A certificate bearing the Secretary of State’s signature, which may be in facsimile, and attached to a copy of a document is conclusive evidence that the original document or a facsimile thereof is on file with the Secretary of State. The following documents and certificates must be received in all courts, public offices and official bodies of this state as…
Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. A certificate of existence or authorization, when issued, means that: The domestic corporation’s corporate name or the foreign corporation’s corporate name is of active record in this state…
The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. (Notice)
Notice may be oral or written unless otherwise specified for a particular kind of notice. Notice may be communicated in person, by telephone, electronically or by mail or private carrier, including publication in a newsletter or similar document mailed to a member’s or director’s address. If personal notice is not possible, notice may be communicated by a n…
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: 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 198…
If a corporation asserts that calling or conducting a meeting of the corporation’s members, delegates or directors or otherwise obtaining consent from the members, delegates or directors in accordance with the corporation’s articles of incorporation or bylaws or in accordance with this chapter is impractical or impossible, or if the corporation cannot identi…
The Attorney General must be given notice of the commencement of any proceeding that ORS 65.038, 65.084, 65.174, 65.207, 65.327, 65.661 or 65.751 or any other provision of this chapter authorizes the Attorney General to bring but that another person has commenced. Whenever any provision of this chapter requires that notice be given to the Attorney General b…
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. INCORPORATION
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.
Articles of incorporation formed in accordance with this chapter after October 3, 1989, must set forth: A corporate name for the corporation that satisfies the requirements of ORS 65.094; One of the following statements or words of similar import: This corporation is a public benefit corporation; This corporation is a mutual benefit corporation; or This…
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. 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 i…
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.
After incorporation: 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 …
The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at the corporation’s organizational meeting, shall adopt initial bylaws for the corporation. The bylaws may contain any provision for managing and regulating the affairs of the corporation that is consistent with law and the articles of incorpor…
Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency as described in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporat…
Except as provided in subsection (5) of this section, an individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation sole under this section. A corporation sole is a form of religious corporation and differs from other religious corporations organized under this cha…
Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. A person may not incorporate a corporation under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governm…
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: Sue and be sued, complain and defend in its corporate name. Have a corporat…
During an emergency defined in subsection (4) of this section, the board of directors or a corporation may: Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; or Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so. During an emergen…
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. A corporation’s power to act may be challenged: In a proceeding by a member or members, a director or the Attorney General against the corporation to enjoin the act; In a proceeding b…
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. A corporate name may not contain the word “cooperative” or the phrase “limited partnership.” A corporate name must be written in the alphabet used to write the English langu…
A person may apply to the Secretary of State to reserve a corporate name. The application must set forth the name and address of the applicant and the name proposed to be reserved. 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, …
A foreign corporation may apply to the Secretary of State to register the foreign corporation’s corporate name. The application must set forth the corporate name, the state or country of incorporation, the date of incorporation, a brief description of the nature of the activities in which the foreign corporation is engaged and a statement that the foreign c…
Each corporation shall continuously maintain in this state both: A registered agent, who must be: An individual who resides in this state; A corporation, domestic business corporation, domestic limited liability company or domestic professional corporation with an office in this state; or A foreign corporation, foreign business corporation, foreign limit…
A corporation may change the corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: The name of the corporation; If the current registered office is to be changed, the address, including the street and number, of the new registered office; If the current registered agen…
A registered agent may resign as registered agent upon delivering a signed statement to the Secretary of State and giving notice in the form of a copy of the statement to the corporation for filing. The statement may include a statement that the registered office is also discontinued. Upon delivery of the signed statement, the Secretary of State shall file …
The provisions of ORS 60.121 shall apply to corporations organized under or subject to the provisions of this chapter. MEMBERS AND MEMBERSHIPS (Admission of Members)
Articles of incorporation or bylaws may establish criteria or procedures for admission of members. A person may not be admitted as a member without consent of the person, express or implied. A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to membership in the corporation.
Except as provided in the corporation’s articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board of directors.
A corporation does not need to have members and does not have members unless the corporation’s articles of incorporation state that the corporation has members. (Members’ Rights and Obligations)
Unless a corporation’s articles of incorporation or bylaws provide otherwise, members of the corporation have the same rights and obligations. The articles of incorporation or bylaws may establish classes of membership with different rights or obligations. Rights that members have, unless the corporation’s articles of incorporation or bylaws provide otherwis…
Except as provided in ORS 65.231 pertaining to proxies or as set forth in or authorized by the articles of incorporation or bylaws, a member may not transfer a membership or any right arising from a membership. A member of a public benefit corporation or religious corporation may not transfer for value a membership or any right arising from a membership, un…
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.
A member may become liable to a corporation for dues, assessments or fees. A provision of the articles of incorporation or bylaws or a resolution the board of directors adopts to authorize or impose dues, assessments or fees does not, of itself, create liability to pay the obligation, but nonpayment may constitute grounds for expelling or suspending the memb…
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. All credit…
A member may resign at any time. 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.
A member of a public benefit corporation or mutual benefit corporation may not be expelled or suspended, and a membership or memberships in such corporations may not be terminated or suspended, except in accordance with a procedure that is fair and reasonable and is carried out in good faith. A procedure is fair and reasonable if the procedure takes account…
A public benefit corporation or religious corporation may not acquire for value any of the corporation’s memberships or any right arising from a membership, unless the member is a public benefit corporation or religious corporation. A mutual benefit corporation may acquire the membership of a member who resigns or whose membership is terminated for the amou…
A proceeding may be brought in the right of a domestic corporation or foreign corporation to procure a judgment in the corporation’s favor by: Any member or members having two percent or more of the voting power or by 20 members, whichever is less; Any director; or The Attorney General, if the domestic corporation or foreign corporation is a public benefi…
A corporation may provide in the corporation’s articles of incorporation or bylaws for delegates having some or all of the authority of members. The articles of incorporation or bylaws may set forth provisions relating to: The characteristics, qualifications, rights, limitations and obligations of delegates, including the selection and removal of delegates…
A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws. An annual and regular membership meeting may be held in or out of this state at the place stated in or …
A corporation with members shall hold a special meeting of members: At the call of the corporation’s board of directors or of the person or persons that the articles of incorporation or bylaws authorize to call the meeting; or Except as provided in the articles of incorporation or bylaws, if the holders of at least five percent of the voting power of any c…
Members that are not physically present for a membership meeting may participate in, be deemed present in person at and vote at the membership meeting if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board adopts. Before a board of directors may…
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: On application of any member or other person entitled to participate in an annual or regular meeting or, if the c…
Unless a corporation’s articles of incorporation or bylaws specify that a members’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written c…
Unless a corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s members may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the members to take at a meeting if the corporation complies with this section. Before taking an action under subsection (…
A corporation shall give notice of membership meetings in a fair and reasonable manner that is consistent with the corporation’s bylaws. The corporation must give notice to members entitled to vote at the meeting and to any other person specified in this chapter, the articles of incorporation or the bylaws. Any notice that conforms to the requirements of su…
A member may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in writing, be signed by the member entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. A member’s attendance at a meeting waives objection to: Lack of noti…
The bylaws may fix or provide the manner of fixing the record date in order to determine the members entitled to notice of a members’ meeting, to demand a special meeting, to vote or to take any other lawful action. A determination of members must be made as of the time of close of transactions on the record date unless another time for doing so is specified…
Unless prohibited or limited by the articles of incorporation or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. A written ballot must: Set forth each proposed action; and Provide an opportun…
A corporation shall prepare and maintain a list of the names, contact information and membership dates of all of the corporation’s members. If there are classes of members, the list must also show the contact information for each member and number of votes each member may cast at a meeting of members. The list of members must be available for inspection by …
Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter on which the members vote. Except as expressly prohibited in this chapter, the articles of incorporation or bylaws may provide for different allocations of votes among member classes or exclude the members or some or all member classes from vo…
Unless a corporation’s articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by the member’s attorney-in-fact. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tab…
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 meeti…
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. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the recor…
Unless the articles of incorporation or bylaws provide for a higher quorum, votes represented at a meeting of members constitute a quorum. An amendment to the articles of incorporation or bylaws to decrease the quorum for any action of the members may be approved by the members or, unless prohibited by the articles of incorporation or bylaws, by the board o…
Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes represented and voting is the act of the members. An amendment to the articles of incorporation or bylaws to add to, change or delete the vote required for any action of the membe…
If the articles of incorporation or bylaws provide for cumulative voting by members, members may vote cumulatively by multiplying the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates. Cumula…
A corporation may provide in the corporation’s articles of incorporation or bylaws for election of directors by members or delegates: On the basis of chapter or other organizational unit; By region or other geographic unit; By preferential voting; or By any other reasonable method. (Voting Agreements)
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. A voting agreement created under th…
As used in ORS 65.260 to 65.281: “Corporate action” means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation’s behalf. “Corrected corporate action” means a corporate action that a corporation ratifies in accordance with ORS 65.260 to 65.2…
A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS 65.266 or validates the defective corporate action in accordance with ORS 65.278. Ratification under ORS 65.266 or validation under ORS 65.278 is not the exclusive means of ratifying or validating a defective corporate actio…
Except as provided in ORS 65.263 (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall: Identify the defective corporate action the proposal seeks to ratify; State the date on which the defective corporat…
Quorum and voting requirements that applied to the board of directors at the time a corporation took a defective corporate action apply also to the board of directors in taking an action to ratify the defective corporate action. Except as provided in paragraph (b) of this subsection, if the members of a corporation must, under ORS 65.266 (3), approve a rati…
Except as provided in paragraph (b) of this subsection, unless the members of a corporation must approve a ratification of a defective corporate action under ORS 65.266 (3), the corporation shall send notice of the ratification to each person, whether or not the person may vote, that is a member of the corporation on: The later of the date on which the boar…
On and after the date on which a corporation ratifies a defective corporate action under ORS 65.266 or validates a defective corporate action under ORS 65.278, the defective corporate action becomes a corrected corporate action and, notwithstanding the 120-day period provided in ORS 65.281 for challenges to the ratification, a corrected corporate action is n…
If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of State…
Subject to subsection (2) of this section, a circuit court of this state may: Determine the validity and effectiveness of a corporate action or a defective corporate action; Determine the validity and effectiveness of a ratification or approval of a defective corporate action; Order the corporation to conduct a meeting of members for the purposes specifie…
Each corporation must have a board of directors. The board of directors shall exercise, or delegate or otherwise authorize the exercise of, all corporate powers and shall direct the management of the corporation’s affairs, subject to any limitation set forth in the articles of incorporation. The board of directors shall retain authority over an exercise of …
All directors must be individuals. The articles of incorporation or bylaws may prescribe other qualifications for directors.
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. The articles of incorporation or bylaws may establish a variable range for the size of the bo…
If a corporation has members entitled to vote for directors, all the directors, except the initial directors, must be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some o…
A corporation’s articles of incorporation or bylaws may specify the terms of directors. Except for designated directors or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director is one year. Directors may be elected for successive terms.…
A corporation’s articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
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. A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted b…
Unless a corporation’s articles of incorporation or bylaws provide otherwise: The members of the corporation may remove one or more directors the members elected with or without cause unless the articles of incorporation provide that removing a director requires cause. If a director is elected by a class, chapter or other organizational unit or by region o…
The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the corporation’s registered office was last located, may remove any director of the corporation from office in a proceeding commenced by the corporation, by at least 10 percent of the members of any class entitled to vot…
A designated director may be removed by an amendment to the articles of incorporation or bylaws that deletes or changes the designation. Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person that appointed the director or by the board of directors. The person that r…
Unless a corporation’s articles of incorporation or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: The members entitled to vote for directors, if any, may fill the vacancy. If the vacant office…
Unless a corporation’s articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. (Meetings and Action of Board)
If the time and place of a board of directors’ meeting is fixed by the bylaws, or is scheduled by the board of directors in a manner that informs all directors of the time and place without additional notice, the meeting is a regular meeting. All other meetings are special meetings. The board of directors may hold regular or special meetings in or out of th…
Unless the articles of incorporation or bylaws specify that a board of directors’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by one or more written …
Unless a corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s board of directors may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the board of directors to take at a board of directors meeting if the corporation complies with this section. B…
Unless the articles of incorporation, bylaws or this chapter provides otherwise, regular meetings of the board of directors may be held without additional notice of the date, time, place or purpose of the meeting. Unless the articles of incorporation or bylaws provide for a longer or shorter period, a corporation shall give notice of the date, time and plac…
A director may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing and may be a document that is transmitted electronically. The waiver must also be signed by the director entitled to the notice, must specify the meeting for which n…
Unless the articles of incorporation or bylaws require a greater number or a lesser number than the number authorized under subsection (2) of this section, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins. The articles of incorporation or bylaws may authorize a quorum of a boa…
Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees that exercise the authority of the board. The board may appoint directors to serve on a committee or designate the method of selecting committee members. Each committee must consist of two or more directors, who serve at the pleasure of th…
A director shall discharge the duties of a director, including the director’s duties as a member of a committee: In good faith; With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and In a manner the director reasonably believes to be in the best interests of the corporation. In discharging the duties…
A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction is fair to the corporation at the time the corporation enters into the transaction. A trans…
A public benefit corporation or religious corporation may not make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer of the corporation, except as stated in this section. Unless prohibited by the corporation’s articles of incorporation or bylaws, a public benefit corporation or religious …
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 ch…
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. This section does not affect the civil liability of the entity which a qualified director serves. For the purposes of this section, “qualified director” means a person who serves without …
A corporation must have a president, a secretary, a treasurer and such other officers as are elected or appointed by the board of directors or by any other person as the articles of incorporation or bylaws may authorize, provided that the articles of incorporation or bylaws may designate other titles in lieu of president, secretary and treasurer. The bylaws…
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.
An officer shall discharge the officer’s duties: In good faith; With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and In a manner the officer reasonably believes to be in the best interests of the corporation. In discharging the duties of an officer, an officer is entitled to rely on information, op…
An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date. If a resignation specifies a later effective date and the corporation accepts the later effective date, the corporation’s board of directors or any other person…
The appointment of an officer does not itself create contract rights. Removal or resignation of an officer does not affect the contract rights, if any, of the corporation or the officer. (Indemnification)
As used in ORS 65.387 to 65.414: “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. “Director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporatio…
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: The conduct of the individual was in good faith; The individual reasonably believed that the individual’s conduct was in the best …
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.
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: 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 The directo…
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 indemnifi…
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. A determination that indemnification of a director is permissible shall b…
Unless a corporation’s articles of incorporation provide otherwise: 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. The corporation may indemnify and advance expense…
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, offic…
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…
A corporation may amend the corporation’s articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as amended would be permitted under ORS 65.431 to 65.467 as of the effective date of the amendment. A corporation designated on the records of the Secretary of State as a public benefit corporation or religi…
Unless a corporation’s articles of incorporation provide otherwise, the corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without member approval: To extend the duration of the corporation if the corporation was incorporated at a time when limited duration was required by law; To delete the nam…
Unless this chapter, the articles of incorporation, bylaws, the members acting in accordance with subsection (2) of this section or the board of directors acting in accordance with subsection (3) of this section require a greater vote or voting by class, adopting an amendment to a corporation’s articles of incorporation requires approval: By the board if th…
If a public benefit corporation has not conducted a meeting of the members and if members have not actively participated in the public benefit corporation’s affairs for three years or more, the public benefit corporation’s board of directors may act in accordance with ORS 65.434 to amend the articles of incorporation to state that the public benefit corporat…
In a public benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would affect the rights of the class as to voting in a manner different from the manner in which the amendment would affect another class or members of another class…
A corporation amending the corporation’s articles of incorporation shall deliver for filing to the Secretary of State articles of amendment setting forth: The name of the corporation. The text of each amendment adopted. The date of each amendment’s adoption. If approval of members was not required, a statement to that effect and a statement that the amen…
A corporation’s board of directors may restate the corporation’s articles of incorporation at any time with or without approval by the members entitled to vote on articles of incorporation or any other person. The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by t…
A corporation’s articles of incorporation may be amended without approval by the board of directors, approval by the members entitled to vote on articles of incorporation or approval required pursuant to ORS 65.467: To carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute; or In a proceeding brough…
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 o…
A corporation that does not have members with the power to vote on bylaws shall amend the corporation’s bylaws only as provided in this section. The corporation’s incorporators, until directors have been chosen, and thereafter the corporation’s board of directors may adopt one or more amendments to the corporation’s bylaws subject to any approval required un…
Except as provided in ORS 65.241 and 65.244: A corporation’s board of directors may amend or repeal the corporation’s bylaws unless: The articles of incorporation or this chapter reserve the power to amend or repeal exclusively to the members, or to a party authorized under ORS 65.467, or both, in whole or in part; or The members entitled to vote on bylaw…
A corporation’s articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors. A provision of the articles of incorporation that has this requirement may not be amended without the approval in writing of the specified person or persons…
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. The plan of merger must set forth: The name of each business or nonprofit corporation planning to merge and the name of the surviving corporation into which e…
Without the prior written consent of the Attorney General or the prior approval of the circuit court of the county in which a corporation’s principal office is located or, if the principal office is not in this state, where the registered office of the corporation is or was last located, in a proceeding in which the Attorney General has been given written no…
Unless this chapter, a corporation’s articles of incorporation, bylaws or the corporation’s board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, adoption of a plan of merger requires, with respect to each corporation party to the merger, approval: By the board of directors; By t…
After the board of directors of each merging corporation and, if required under ORS 65.487, the members of each merging corporation and any other persons that must approve a plan of merger approve the plan, the surviving corporation shall deliver to the Secretary of State for filing: Articles of merger that set forth the name and type of each business entit…
When a merger takes effect: Each corporation that was a party to the merger merges into the surviving corporation and the separate existence of each corporation except the surviving corporation ceases; The title to all real estate and other property owned by each corporation that was a party to the merger is vested in the surviving corporation without reve…
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: 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…
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, f…
A corporation may, on the terms and conditions and for the consideration determined by the board of directors: Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwis…
A corporation may sell, lease, exchange or otherwise dispose of all or substantially all of the corporation’s property, with or without the goodwill, other than in the usual and regular course of the corporation’s activities, on the terms and conditions and for the consideration determined by the corporation’s board of directors if the proposed transaction i…
Except as authorized by ORS 65.554, a corporation shall not make any distributions.
Unless prohibited by the corporation’s articles of incorporation or bylaws: A mutual benefit corporation may purchase the mutual benefit corporation’s memberships and, under the circumstances indicated in ORS 65.147 and 65.171, a public benefit corporation or religious corporation may purchase the public benefit corporation’s or religious corporation’s memb…
A majority of the incorporators of a corporation that has no members and that does not yet have initial directors may, subject to any approval required by the corporation’s articles of incorporation or bylaws, dissolve the corporation by delivering articles of dissolution to the Secretary of State for filing. The corporation shall give the incorporators not…
Unless a corporation’s articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if the dissolution is approved: By the board of directors; By the members of a mutual benefit corporation entitled to vote on dissolutio…
A public benefit corporation or religious corporation may not transfer or convey assets as part of a dissolution until 30 days after the public benefit corporation or religious corporation has notified the Attorney General in accordance with subsection (2) of this section or until the Attorney General in writing has consented to the transfer or conveyance or…
At any time after dissolution is authorized, a corporation may dissolve by delivering to the Secretary of State for filing, articles of dissolution setting forth: The name of the corporation; The date dissolution was authorized; A statement that dissolution was approved by a sufficient vote of the board of directors; If approval of members was not requir…
A corporation may revoke the corporation’s dissolution within 120 days after the effective date of the dissolution. 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 permit…
A dissolved corporation continues the corporation’s corporate existence but may not carry on any activities except activities that are appropriate to wind up and liquidate the corporation’s affairs, including: Preserving and protecting the corporation’s assets and minimizing the corporation’s liabilities; Discharging or providing for discharging the corpor…
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: Describe information that must be included in a claim; Provide a mailing address where a claim may be sent; State the deadline, which may not be fewer than …
A dissolved corporation may publish notice of the corporation’s dissolution and request that persons with claims against the corporation present the claims in accordance with the notice. The dissolved corporation must publish the notice: At least one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office…
The Secretary of State may commence a proceeding under ORS 65.651 to administratively dissolve a corporation if: The corporation does not pay when due any fees imposed by this chapter; The corporation does not deliver its annual report to the Secretary of State when due; The corporation is without a registered agent or registered office in this state; Th…
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. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days afte…
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: State the name of the corporation and the effective date of the corporation’s administrative dissolution; and State that the ground or grounds for d…
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. Such denial of reinstatement shall be reviewable pursuant to ORS 183.484 and shall not constitute a contested case order. (Ju…
A circuit court may dissolve a corporation: In a proceeding by the Attorney General if the court finds that: The corporation filed articles of incorporation with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud; The corporation has exceeded or abused the authority conferred upon the corporation by law; The corp…
Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County, in Multnomah County or in the county where a corporation’s principal office is located or, if the principal office is not in this state, where the corporation’s registered office is or was last located. A party named in ORS 65.661, other than the Attorney General,…
A court, at the Attorney General’s request or in a judicial proceeding brought to dissolve a public benefit corporation or mutual benefit corporation, may appoint one or more receivers or custodians to manage the affairs of the corporation or to wind up and liquidate the corporation. The court shall hold a hearing, after notifying all parties to the proceedi…
If after a hearing a court determines that one or more grounds for judicial dissolution described in ORS 65.661 exist, the court may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the Secretary of State for filing. After entering the j…
Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash unless they are subject to known trust restrictions and deposited with the State Treasurer as unclaimed property under ORS 98.352. However, in the discretion of …
A foreign corporation may not transact business in this state until it has been authorized to do so by the Secretary of State. The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: Maintaining, defending or settling any proceeding. Holding meetings of the board of directors or …
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. The successor to or assignee of a foreign corporation that transacted business in this state without…
A foreign corporation may apply for authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth: 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 65.7…
A foreign corporation authorized to transact business in this state shall deliver an amendment to the application for authority to transact business in this state to the Secretary of State for filing if the foreign corporation changes: The foreign corporation’s corporate name as shown on the Secretary of State’s records; The period of the foreign corporati…
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. The filing by the S…
Except as provided in subsection (2) of this section, the Secretary of State may not authorize a foreign corporation to transact business in this state unless the corporate name of the foreign corporation satisfies the requirements of ORS 65.094. If a corporate name, professional corporate name, business corporate name, cooperative name, limited partnership…
Each foreign corporation authorized to transact business in this state shall continuously maintain in this state both: A registered agent, who shall be: An individual who resides in this state; A corporation, domestic business corporation, domestic limited liability company or domestic professional corporation with an office in this state; or A foreign n…
A foreign corporation authorized to transact business in this state may change the foreign corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: The name of the foreign corporation; The address, including the street and number, of the new registered office, if the forei…
The registered agent of a foreign corporation may resign as agent by delivering a signed statement of resignation to the Secretary of State and giving notice in the form of a copy of the statement to the foreign corporation for filing. The statement of resignation may include a statement that the registered office is also discontinued. Upon receipt of the s…
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. (Withdrawal)
A foreign corporation authorized to transact business in this state may apply to the Secretary of State to withdraw from this state. The application must set forth: The name of the foreign corporation and the name of the state or country under whose law the foreign corporation is incorporated; That the foreign corporation is not transacting business in thi…
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: The foreign corporation does not deliver its annual report to the Secretary of State within the time prescribed by this chapter; The foreign corporation does not pay within the time prescribed by this cha…
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. If the foreign corporation does not correct each ground for revocation or demonstrate to …
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.
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: State the name of the corporation and the effective date its authority was revoked; and State that the ground or grounds for revocation of authority either did…
A circuit court may revoke the authority of a foreign corporation to transact business in this state: In a proceeding by the Attorney General if the court finds that: The foreign corporation obtained authority to transact business in this state with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud; The foreign c…
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. It is not necessary to make directors or me…
If after a hearing a court determines that one or more grounds for judicial revocation of authority described in ORS 65.751 exists, the court may enter a judgment revoking a foreign corporation’s authority to transact business in Oregon and specifying the effective date of the revocation. The clerk of the court shall deliver a certified copy of the judgment …
A corporation shall keep as permanent records minutes of all meetings of the corporation’s members and board of directors, a record of all corporate action taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the corporation. A corporati…
Subject to subsection (5) of this section and ORS 65.777 (3), a member may inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in ORS 65.771 (5) if the member gives the corporation written notice of the member’s demand at least five business days before the date on which the member…
A member’s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. The right to copy records under ORS 65.774 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. The corporation may impose a reasonable charge, covering the costs of labor and material, fo…
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 de…
Without consent of the board of directors, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of this section, without the consent of the board of directors, a membership list or any part of a membership list may not be: Us…
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: The members with or before the notice of the next meeting of members; and Any person having the right to designate or app…
A domestic corporation, and a foreign corporation authorized to transact business in this state, shall by the corporation’s anniversary deliver to the Secretary of State for filing an annual report that sets forth: The name of the corporation and the state or country under whose law the corporation is incorporated; The street address of the corporation’s r…
For purposes of ORS 65.803 to 65.815: “Hospital” means a hospital as defined in ORS 442.015. “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.
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: Sell, transfer, lease, exchange, option, convey, merge or otherwise dispose of all or a significant portion of its hospital assets to a non…
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. Upon a showing satisfactory to the Attorney General by a party to the proposed tran…
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 communi…
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…
The Attorney General shall approve any proposed transaction subject to ORS 65.803 unless the Attorney General finds any of the following: The terms and conditions of the proposed transaction are not fair and reasonable to the public benefit or religious corporation. The proposed transaction will result in inurement to any private person or entity. The pro…
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: Contract with, consult with or receive advice from any state agency pursuant to those terms and conditions that the Attorney General considers appropriate. In the Attorney General’s sole …
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.
MISCELLANEOUS
This chapter shall be known and may be cited as the Oregon Nonprofit Corporation Act.
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.
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. Without limitation as to any other corporations that may be …
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: A provision of this chapter that may be avoided by a corporation by a provision in the corporation’s articles of incorporation, bylaws or otherwis…
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.
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: The operation of the statute or any action taken under it before its repeal; Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal; A…
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. PENALTIES
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 Secretary of State for filing under this chapter. Signing a false document for filing is a Class A misdemeanor.
An officer, director, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the officer, director, employee or agent: Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, fin…