Oregon Law
Law as of Jan 1, 2026
Chapter contents
65.001Definitions 65.004Filing requirements 65.007Filing, service, copying and certification fees 65.011Effective time and date of document 65.014Correcting filed document 65.016Forms; rules 65.017Filing duty of Secretary of State 65.021Appeal from Secretary of State’s refusal to file document 65.024Evidentiary effect of certified copy of filed document or secretary’s certificate 65.027Certificate of existence or authorization 65.031Powers 65.034Notice 65.036Private foundations 65.038Judicial relief 65.040Notice to Attorney General; effect of failure to notify 65.042Religious corporations; constitutional protections 65.044Incorporators 65.047Articles of incorporation 65.051Incorporation 65.054Liability for preincorporation transactions 65.057Organization of corporation 65.061Bylaws 65.064Emergency bylaws and powers 65.067Corporation sole 65.074Purposes 65.077General powers 65.081Emergency powers 65.084Challenge of corporate authority; remedy 65.094Corporate name 65.097Reserved name 65.101Registered name 65.111Registered office and registered agent 65.114Change of registered office or registered agent 65.117Resignation of registered agent 65.121Service on the corporation 65.131Admission 65.134Consideration 65.137No requirement for members 65.144Rights and obligations of members 65.147Transfers 65.151Member’s liability to third parties 65.154Member’s liability for dues, assessments and fees 65.157Creditor’s action against member 65.164Resignation 65.167Termination, expulsion or suspension 65.171Acquiring memberships 65.174Derivative suits 65.177Delegates 65.201Annual and regular meetings 65.204Special meeting 65.205Participation in meeting by remote communication 65.207Court-ordered meeting; attorney fees 65.211Action without meeting 65.212Members’ use of electronic mail or other electronic means to discuss issues or take action 65.214Notice of meeting 65.217Waiver of notice 65.221Record date 65.222Action by written ballot 65.224Members’ list for meeting; attorney fees 65.227Voting entitlement of members 65.231Proxies 65.234Adjournment 65.237Corporation’s acceptance of votes 65.241Quorum requirements 65.244Voting requirements 65.247Cumulative voting for directors 65.251Other methods of electing directors 65.254Voting agreements 65.260Definitions for ORS 65.260 to 65.281 65.263Defective corporate action; ratification or validation; effective date 65.266Ratification by board of directors; procedure; submission to shareholders 65.269Quorum; notice to shareholders of proposed ratification 65.272Notice of ratification by board of directors 65.275Corrected corporate action; validity; effective date 65.278Articles of validation; filing with Secretary of State 65.281Judicial review of corporate action; persons permitted to seek review 65.301Requirement for and duties of board 65.304Qualifications of directors 65.307Number of directors 65.311Election, designation and appointment of directors 65.314Terms of directors generally 65.317Staggered terms for directors 65.321Resignation of directors 65.324Removal of directors elected by members or directors 65.327Removal of directors by judicial proceeding 65.331Removal of designated or appointed directors 65.334Vacancy on board 65.335Compensation of directors 65.337Regular and special meetings 65.341Action without meeting 65.343Board 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 65.344Call and notice of meetings 65.347Waiver of notice 65.351Quorum and voting 65.354Committees 65.357General standards for directors 65.361Director conflict of interest 65.364Loans to or guarantees for directors and officers 65.367Liability for unlawful distributions 65.369Liability of qualified directors 65.371Required officers 65.374Duties and authority of officers 65.377Standards of conduct for officers 65.381Resignation and removal of officers 65.384Contract rights of officers 65.387Definitions for ORS 65.387 to 65.414 65.391Authority to indemnify 65.394Mandatory indemnification 65.397Advance for expenses 65.401Court-ordered indemnification 65.404Determination and authorization of indemnification 65.407Indemnification of officers, employees and agents 65.411Insurance 65.414Application of ORS 65.387 to 65.411 65.431Authority 65.434Amendment by directors 65.437Amendment by board of directors and members 65.439Amendment of articles of incorporation of public benefit corporation 65.441Class voting by members on amendments 65.447Articles of amendment 65.451Restated articles of incorporation 65.454Amendment pursuant to court order 65.457Effect of amendment and restatement 65.461Amendment by directors 65.464Amendment by directors and members 65.467Approval by third persons 65.481Approval of plan of merger 65.484Limitations on mergers by public benefit or religious corporations 65.487Action on plan of merger by board, members and third persons 65.491Articles and plan of merger 65.494Effect of merger 65.497Merger with foreign corporation 65.501[1989 c.1010 §124; repealed by 2019 c.174 §113] 65.504Merger with business corporation 65.531Sale of assets in regular course of activities; mortgage of assets 65.534Sale of assets other than in regular course of activities 65.551Prohibited distributions 65.554Authorized distributions 65.621Dissolution by incorporators 65.624Dissolution by directors, members and third persons 65.627Transfer or conveyance of assets as part of dissolution; notice to Attorney General 65.631Articles of dissolution 65.634Revocation of dissolution 65.637Effect of dissolution 65.641Known claims against dissolved corporation 65.644Unknown claims against dissolved corporation 65.647Grounds for administrative dissolution 65.651Procedure for and effect of administrative dissolution 65.654Reinstatement following administrative dissolution 65.657Appeal from denial of reinstatement 65.661Grounds for judicial dissolution 65.664Procedure for judicial dissolution 65.667Receivership or custodianship 65.671Judgment of dissolution 65.674Deposit with State Treasurer 65.701Authority to transact business required 65.704Consequences of transacting business without authority 65.707Application for authority to transact business 65.711Amendment to application for authority 65.714Effect of authority 65.717Corporate name of foreign corporation 65.721Registered office and registered agent of foreign corporation 65.724Change of registered office or registered agent of foreign corporation 65.727Resignation of registered agent of foreign corporation 65.731Service on foreign corporation 65.734Withdrawal of foreign corporation 65.737Grounds for administrative revocation 65.741Procedure for and effect of administrative revocation 65.744Appeal from administrative revocation 65.747Reinstatement following administrative revocation 65.751Grounds for judicial revocation 65.754Procedure for judicial revocation of authority 65.757Judgment of revocation 65.771Corporate records 65.774Inspection of records by members 65.777Scope of inspection right 65.781Court-ordered inspection; attorney fees 65.782Limitations on use of membership list 65.784Report to members and other persons of indemnification 65.787Annual report 65.800Definitions for ORS 65.803 to 65.815 65.803Hospitals operated by nonprofit corporation; transfer of assets; approval by Attorney General 65.805Notice to Attorney General; fee; trade secrets 65.807Public hearing; waiver; notice 65.809Time for Attorney General decision; nature of decision; appeal 65.811Disapproval of proposed transfer of assets 65.813Consultants; cost; rules; fee 65.815Rules 65.855[Formerly 61.755; renumbered 97.660 in 2011] 65.860[Formerly 61.760; 1995 c.144 §14; 1995 c.157 §23; 2001 c.796 §22; 2005 c.348 §124; 2007 c.661 §26; renumbered 97.665 in 2011] 65.865[Formerly 61.765; renumbered 97.670 in 2011] 65.870[Formerly 61.770; 2003 c.576 §331; renumbered 97.675 in 2011] 65.875[Formerly 61.775; 1999 c.731 §9; renumbered 97.680 in 2011] 65.951Short title 65.954Reservation of power to amend or repeal 65.957Application to existing domestic corporations; exemptions 65.959Application to corporations relating to condominiums, planned communities or timeshare estates 65.961Application to qualified foreign corporations 65.964Saving provisions 65.967Severability 65.990Penalty for signing false document 65.992Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action

Chapter 65 — Nonprofit Corporations

ORS 65.464 Amendment by directors and members

Except as provided in ORS 65.241 and 65.244:

(1)

A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:

(a)

The articles of incorporation or this chapter reserve the power to amend or repeal exclusively to the members, or to a party authorized under ORS 65.467, or both, in whole or in part; or

(b)

The members entitled to vote on bylaws, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw.

(2)

A corporation’s members entitled to vote on bylaws, subject to ORS 65.467, may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by the corporation’s board of directors.

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Provenance

Version history

2026-01-01

2025 Oregon Revised Statutes — official online source