Chapter 65 — Nonprofit
Corporations
2011 EDITION
NONPROFIT CORPORATIONS
CORPORATIONS AND PARTNERSHIPS
GENERAL PROVISIONS
(Definitions)
65.001 Definitions
(Filing Documents)
65.004 Filing
requirements
65.007 Filing,
service, copying and certification fees
65.011 Effective
time and date of document
65.014 Correcting
filed document
65.016 Forms;
rules
65.017 Filing
duty of Secretary of State
65.021 Appeal
from Secretary of State’s refusal to file document
65.024 Evidentiary
effect of certified copy of filed document or secretary’s certificate
65.027 Certificate
of existence or authorization
(Secretary of State)
65.031 Powers
(Notice)
65.034 Notice
(Private Foundations)
65.036 Private
foundations
(Judicial Relief)
65.038 Judicial
relief
(Attorney General)
65.040 Notice
to Attorney General; effect of failure to notify
(Religious Corporations)
65.042 Religious
corporations; constitutional protections
INCORPORATION
65.044 Incorporators
65.047 Articles
of incorporation
65.051 Incorporation
65.054 Liability
for preincorporation transactions
65.057 Organization
of corporation
65.061 Bylaws
65.064 Emergency
bylaws and powers
65.067 Corporation
sole
PURPOSES AND POWERS
65.074 Purposes
65.077 General
powers
65.081 Emergency
powers
65.084 Challenge
of corporate authority; remedy
NAME
65.094 Corporate
name
65.097 Reserved
name
65.101 Registered
name
OFFICE AND AGENT
65.111 Registered
office and registered agent
65.114 Change
of registered office or registered agent
65.117 Resignation
of registered agent
65.121 Service
on the corporation
MEMBERS AND MEMBERSHIPS
(Admission of Members)
65.131 Admission
65.134 Consideration
65.137 No
requirement for members
(Members’ Rights and Obligations)
65.144 Differences
in rights and obligations of members
65.147 Transfers
65.151 Member’s
liability to third parties
65.154 Member’s
liability for dues, assessments and fees
65.157 Creditor’s
action against member
(Resignation and Termination)
65.164 Resignation
65.167 Termination,
expulsion or suspension
65.171 Acquiring
memberships
(Derivative Suits)
65.174 Derivative
suits
(Delegates)
65.177 Delegates
MEMBERSHIP MEETINGS AND VOTING
(Meetings and Action Without Meetings)
65.201 Annual
and regular meetings
65.204 Special
meeting
65.207 Court-ordered
meeting; attorney fees
65.211 Action
without meeting
65.214 Notice
of meeting
65.217 Waiver
of notice
65.221 Record
date
65.222 Action
by written ballot
(Voting)
65.224 Members’
list for meeting; attorney fees
65.227 Voting
entitlement of members
65.231 Proxies
65.234 Adjournment
65.237 Corporation’s
acceptance of votes
65.241 Quorum
requirements
65.244 Voting
requirements
65.247 Cumulative
voting for directors
65.251 Other
methods of electing directors
(Voting Agreements)
65.254 Voting
agreements
DIRECTORS AND OFFICERS
(Board of Directors)
65.301 Requirement
for and duties of board
65.304 Qualifications
of directors
65.307 Number
of directors
65.311 Election,
designation and appointment of directors
65.314 Terms
of directors generally
65.317 Staggered
terms for directors
65.321 Resignation
of directors
65.324 Removal
of directors elected by members or directors
65.327 Removal
of directors by judicial proceeding
65.331 Removal
of designated or appointed directors
65.334 Vacancy
on board
65.335 Compensation
of directors
(Meetings and Action of Board)
65.337 Regular
and special meetings
65.341 Action
without meeting
65.344 Call
and notice of meetings
65.347 Waiver
of notice
65.351 Quorum
and voting
65.354 Committees
(Standards of Conduct)
65.357 General
standards for directors
65.361 Director
conflict of interest
65.364 Loans
to or guarantees for directors and officers
65.367 Liability
for unlawful distributions
65.369 Liability
of qualified directors
(Officers)
65.371 Required
officers
65.374 Duties
and authority of officers
65.377 Standards
of conduct for officers
65.381 Resignation
and removal of officers
65.384 Contract
rights of officers
(Indemnification)
65.387 Definitions
for ORS 65.387 to 65.414
65.391 Authority
to indemnify
65.394 Mandatory
indemnification
65.397 Advance
for expenses
65.401 Court-ordered
indemnification
65.404 Determination
and authorization of indemnification
65.407 Indemnification
of officers, employees and agents
65.411 Insurance
65.414 Application
of ORS 65.387 to 65.411
AMENDMENT OF ARTICLES OF INCORPORATION
AND BYLAWS
(Amendment of Articles of Incorporation)
65.431 Authority
65.434 Amendment
by directors
65.437 Amendment
by board of directors and members
65.441 Class
voting by members on amendments
65.447 Articles
of amendment
65.451 Restated
articles of incorporation
65.454 Amendment
pursuant to court order
65.457 Effect
of amendment and restatement
(Amendment of Bylaws)
65.461 Amendment
by directors
65.464 Amendment
by directors and members
65.467 Approval
by third persons
MERGER
65.481 Approval
of plan of merger
65.484 Limitations
on mergers by public benefit or religious corporations
65.487 Action
on plan by board, members and third persons
65.491 Articles
of merger
65.494 Effect
of merger
65.497 Merger
with foreign corporation
65.501 Effect
of merger on bequests, devises and gifts
65.504 Merger
with business corporation
SALE OF ASSETS
65.531 Sale
of assets in regular course of activities; mortgage of assets
65.534 Sale
of assets other than in regular course of activities
DISTRIBUTIONS
65.551 Prohibited
distributions
65.554 Authorized
distributions
DISSOLUTION
(Voluntary Dissolution)
65.621 Dissolution
by incorporators
65.624 Dissolution
by directors, members and third persons
65.627 Notices
to Attorney General
65.631 Articles
of dissolution
65.634 Revocation
of dissolution
65.637 Effect
of dissolution
65.641 Known
claims against dissolved corporation
65.644 Unknown
claims against dissolved corporation
(Administrative Dissolution)
65.647 Grounds
for administrative dissolution
65.651 Procedure
for and effect of administrative dissolution
65.654 Reinstatement
following administrative dissolution
65.657 Appeal
from denial of reinstatement
(Judicial Dissolution)
65.661 Grounds
for judicial dissolution
65.664 Procedure
for judicial dissolution
65.667 Receivership
or custodianship
65.671 Judgment
of dissolution
(Disposition of Assets)
65.674 Deposit
with Department of State Lands
FOREIGN CORPORATIONS
(Authority to Transact Business)
65.701 Authority
to transact business required
65.704 Consequences
of transacting business without authority
65.707 Application
for authority to transact business
65.711 Amendment
to application for authority
65.714 Effect
of authority
65.717 Corporate
name of foreign corporation
65.721 Registered
office and registered agent of foreign corporation
65.724 Change
of registered office or registered agent of foreign corporation
65.727 Resignation
of registered agent of foreign corporation
65.731 Service
on foreign corporation
(Withdrawal)
65.734 Withdrawal
of foreign corporation
(Administrative Revocation of Authority)
65.737 Grounds
for administrative revocation
65.741 Procedure
for and effect of administrative revocation
65.744 Appeal
from administrative revocation
65.747 Reinstatement
following administrative revocation
(Judicial Revocation of Authority)
65.751 Grounds
for judicial revocation
65.754 Procedure
for judicial revocation of authority
65.757 Judgment
of revocation
RECORDS AND REPORTS
(Records)
65.771 Corporate
records
65.774 Inspection
of records by members
65.777 Scope
of inspection right
65.781 Court-ordered
inspection; attorney fees
65.782 Limitations
on use of membership list
(Reports)
65.784 Report
to members and other persons of indemnification
65.787 Annual
report
TRANSFER OF ASSETS OF HOSPITAL
65.800 Definitions
for ORS 65.803 to 65.815
65.803 Hospitals
operated by nonprofit corporation; transfer of assets; approval by Attorney
General
65.805 Notice
to Attorney General; fee; trade secrets
65.807 Public
hearing; waiver; notice
65.809 Time
for Attorney General decision; nature of decision; appeal
65.811 Disapproval
of proposed transfer of assets
65.813 Consultants;
cost; rules; fee
65.815 Rules
MISCELLANEOUS
65.951 Short
title
65.954 Reservation
of power to amend or repeal
65.957 Application
to existing domestic corporations; exemptions
65.959 Application
to corporations relating to condominiums, planned communities or timeshare
estates
65.961 Application
to qualified foreign corporations
65.964 Saving
provisions
65.967 Severability
PENALTY
65.990 Penalty
for signing false document
GENERAL PROVISIONS
(Definitions)
65.001 Definitions.
As used in this chapter, unless otherwise specifically provided:
(1)
“Anniversary” means that day each year exactly one or more years after the date
of filing by the Office of the Secretary of State of the articles of
incorporation in the case of a domestic corporation or the date of filing by
the Office of the Secretary of State of an application for authority to
transact business in the case of a foreign corporation. An event that would
otherwise cause an anniversary to fall on February 29 shall be deemed to have
occurred on February 28.
(2)
“Approved by the members” or “approval by the members” means approved or
ratified by the members entitled to vote on the issue through either:
(a)
The affirmative vote of a majority of the votes of such members represented and
voting at a duly held meeting at which a quorum is present or the affirmative
vote of such greater proportion including the votes of any required proportion
of the members of any class as the articles, bylaws or this chapter may provide
for specified types of member action; or
(b)
A written ballot or written consent in conformity with this chapter.
(3)
“Articles of incorporation” or “articles” include amended and restated articles
of incorporation and articles of merger, and corrections thereto.
(4)
“Board” or “board of directors” means the individual or individuals vested with
overall management of the affairs of the domestic or foreign corporation,
irrespective of the name by which the individual or individuals are designated,
except that no individual or group of individuals are the board of directors
because of powers delegated to that individual or group pursuant to ORS 65.301.
(5)
“Bylaws” means the code or codes of rules, other than the articles adopted
pursuant to this chapter or the laws governing a foreign corporation, for the
regulation or management of the affairs of the domestic or foreign corporation,
irrespective of the name or names by which such rules are designated.
(6)
“Class” means a group of memberships that have the same rights with respect to
voting, dissolution, redemption and transfer. For the purpose of this section,
rights are the same if the rights are determined by a formula applied
uniformly.
(7)
“Contact address” means a mailing address at which a person affiliated with the
organization will receive and transmit to the organization notices intended for
the foreign or domestic corporation either when sending such notices to the
registered agent is not practical or when a duplicate notice is desirable. The
contact address may be the principal place of business, if any, or the business
or residence address of any person associated with the corporation or foreign
corporation who has consented to serve, but shall not be the address of the
registered agent.
(8)
“Corporation” or “domestic corporation” means a nonprofit corporation that is
not a foreign corporation, and that is incorporated under or subject to the
provisions of this chapter.
(9)
“Delegates” means those persons elected or appointed to vote in a
representative assembly for the election of a director or directors or on other
matters.
(10)
“Deliver” includes mail.
(11)
“Directors” means individuals designated in the articles or bylaws or elected
by the incorporators to act as members of the board, and their successors.
(12)
“Distribution” means the payment of a dividend or any part of the income or
profit of a corporation to the corporation’s members, directors or officers,
other than payment of value for property received or services performed or
payment of benefits in furtherance of the corporation’s purposes.
(13)
“Domestic business corporation” means a for profit corporation incorporated
under ORS chapter 60.
(14)
“Domestic limited liability company” means an entity that is an unincorporated
association having one or more members and that is organized under ORS chapter
63.
(15)
“Domestic professional corporation” means a corporation organized under ORS
chapter 58 for the purpose of rendering professional services and for the
purposes provided under ORS chapter 58.
(16)
“Effective date of notice” has the meaning given that term in ORS 65.034.
(17)
“Employee” includes an officer or director who is employed by the corporation
with compensation for services beyond those encompassed by board membership.
(18)
“Entity” includes a corporation, foreign corporation, business corporation and
foreign business corporation, profit and nonprofit unincorporated association,
corporation sole, business trust, partnership, two or more persons having a joint
or common economic interest, any state, the United States, a federally
recognized Native American or American Indian tribal government and any foreign
government.
(19)
“File,” “filed” or “filing” means reviewed, accepted and entered in the Office
of the Secretary of State.
(20)
“Foreign business corporation” means a for profit corporation incorporated
under laws other than the laws of this state.
(21)
“Foreign corporation” means a corporation organized under laws other than the
laws of this state that would be a nonprofit corporation if formed under the
laws of this state.
(22)
“Foreign limited liability company” means an entity that is an unincorporated
association organized under laws other than the laws of this state and that is
organized under a statute under which an association may be formed that affords
to each of the entity’s members limited liability with respect to liabilities
of the entity.
(23)
“Foreign professional corporation” means a professional corporation organized
under laws other than the laws of this state.
(24)
“Governmental subdivision” includes an authority, county, district and
municipality.
(25)
“Includes” denotes a partial definition.
(26)
“Individual” means a natural person and includes the guardian of an incompetent
individual.
(27)
“Means” denotes an exhaustive definition.
(28)(a)
“Member” means a person or persons entitled, pursuant to a domestic or foreign
corporation’s articles or bylaws, without regard to what the person is called
in the articles or bylaws, to vote on more than one occasion for the election
of a director or directors.
(b)
A person is not a member by virtue of any of the following rights the person
has:
(A)
As a delegate;
(B)
To designate or appoint a director or directors;
(C)
As a director; or
(D)
As a holder of an evidence of indebtedness issued or to be issued by the
corporation.
(c)
Notwithstanding the provisions of paragraph (a) of this subsection, a person is
not a member if the person’s membership rights have been eliminated as provided
in ORS 65.164 or 65.167.
(29)
“Membership” refers to the rights and obligations a member has under this
chapter.
(30)
“Mutual benefit corporation” means a domestic corporation that is formed as a
mutual benefit corporation pursuant to ORS 65.044 to 65.067, is designated a
mutual benefit corporation by a statute or does not come within the definition
of public benefit or religious corporation.
(31)
“Nonprofit corporation” means mutual benefit corporations, public benefit
corporations and religious corporations.
(32)
“Notice” has the meaning given that term in ORS 65.034.
(33)
“Office” when used to refer to the administrative unit directed by the
Secretary of State, means the Office of the Secretary of State.
(34)
“Person” includes any individual or entity.
(35)
“Principal office” means the place in or out of this state so designated in the
most recent annual report filed pursuant to ORS 65.787 or, if no annual report
is on file, as designated in the articles of incorporation or the application
for authority to transact business in this state, that is the place where the
principal executive offices of a domestic or foreign corporation are located
or, if none, the contact address.
(36)
“Proceeding” includes civil, criminal, administrative and investigatory action.
(37)
“Public benefit corporation” means a domestic corporation that:
(a)
Is formed as a public benefit corporation pursuant to ORS 65.044 to 65.067, is
designated as a public benefit corporation by a statute, is recognized as tax
exempt under section 501 (c) (3) of the Internal Revenue Code of 1986 or is
otherwise organized for a public or charitable purpose;
(b)
Is restricted so that on dissolution the corporation must distribute the
corporation’s assets to an organization organized for a public or charitable
purpose, a religious corporation, the United States, a state or a person that
is recognized as exempt under section 501 (c) (3) of the Internal Revenue Code
of 1986; and
(c)
Does not come within the definition of “religious corporation.”
(38)
“Record date” means the date established under ORS 65.131 to 65.177 or 65.201
to 65.254 on which a corporation determines the identity of the corporation’s
members and their membership rights for the purposes of this chapter. The
determinations shall be made as of the time of close of transactions on the
record date unless another time for doing so is specified at the time the
record date is fixed.
(39)
“Religious corporation” means a domestic corporation that is formed as a
religious corporation pursuant to ORS 65.044 to 65.067, is designated a
religious corporation by a statute or is organized primarily or exclusively for
religious purposes.
(40)
“Secretary,” when used in the context of a corporate official, means the
corporate officer to whom the board of directors has delegated responsibility
under ORS 65.371 for preparing the minutes of the directors’ and members’
meetings and for authenticating the records of the corporation.
(41)
“State” when referring to a part of the United States, includes a state,
commonwealth, territory and insular possession of the United States and the
agencies and governmental subdivisions of the state, commonwealth, territory or
insular possession.
(42)
“Uncompensated officer” means an individual who serves in an office without
compensation for personal service. For purposes of this subsection, payment
solely for actual expenses in performing duties of the officer or a stipend
that is paid only to compensate the average expenses the individual incurs over
the course of a year is not compensation.
(43)
“United States” includes district, authority, bureau, commission, department
and any other agency of the United States.
(44)
“Vote” includes authorization by written ballot and written consent, where
permitted.
(45)
“Voting power” means the total number of votes entitled to be cast on the issue
at the time the determination of voting power is made, excluding a vote that is
contingent upon the happening of a condition or event that has not occurred at
the time. When a class is entitled to vote as a class for directors, the
determination of voting power of the class shall be based on the percentage of
the number of directors the class is entitled to elect out of the total number
of authorized directors. [1989 c.1010 §14; 1991 c.231 §1; 2001 c.315 §35; 2005
c.107 §4; 2009 c.14 §4; 2009 c.294 §7]
(Filing Documents)
65.004 Filing requirements.
(1) A document must satisfy the requirements of this section, except as any
other provision of this chapter modifies these requirements, to be entitled to
filing by the Secretary of State under authority of this chapter.
(2)
The document must be one required or permitted to be filed in the Office of the
Secretary of State.
(3)
The document shall contain the information required by this chapter. It may
contain other information as well.
(4)
The document must be legible.
(5)
The document must be written in the alphabet used to write the English
language, but may include Arabic or Roman numerals and incidental punctuation.
The certificate of existence required of foreign corporations need not be in
English if accompanied by a reasonably authenticated English translation.
(6)
The document must be executed:
(a)
By a fiduciary, receiver or trustee, if the corporation is in the hands of a
receiver, trustee or other court-appointed fiduciary;
(b)
By an incorporator, if directors have not been selected or its execution is
before the organizational meeting;
(c)
By the person specified in any section of this chapter that required the document
be filed; or
(d)
By the chairperson of the board of directors of a domestic or foreign
corporation, its president or otherwise by another of its officers.
(7)
The document shall state beneath or opposite the signature the name of the
person and the capacity in which the person signs. The document may, but is not
required to, contain:
(a)
The corporate seal;
(b)
An attestation by the secretary or an assistant secretary; or
(c)
An acknowledgment, verification or proof.
(8)
If the Secretary of State has prescribed a mandatory form for a document under
ORS 65.016, the document must be in or on the prescribed form.
(9)
The document must be delivered to the Office of the Secretary of State for
filing and must be accompanied by the correct filing fee.
(10)
A document is deemed filed or effective only as provided in ORS 56.080, 65.001,
65.011, 65.014 and 65.017. [Amended by 1999 c.486 §10]
65.007 Filing, service, copying and
certification fees. The Secretary of State shall
collect the fees described in ORS 56.140 for each document delivered for filing
under this chapter and for process served on the secretary under this chapter.
The secretary may collect the fees described in ORS 56.140 for copying any
public record under this chapter, certifying the copy or certifying to other
facts of record under this chapter. [1989
c.1010 §§5,5a; 1991 c.132 §5; 1999 c.652 §12]
65.011 Effective time and date of
document. (1) Except as provided in subsection
(2) of this section, ORS 56.080 and 65.014, a document accepted for filing
after review is effective:
(a)
On the date it is filed by the Secretary of State; and
(b)
At the time, if any, specified in the document as its effective time or at
12:01 a.m. on that date if no effective time is specified.
(2)
If a document specifies a delayed effective time and date, the document becomes
effective at the time and date specified. If a document specifies a delayed
effective date but no time, the document becomes effective at 12:01 a.m. on
that date. A delayed effective date for a document may not be later than the
90th day after the date it is filed. [1989 c.1010 §6]
65.014 Correcting filed document.
(1) A domestic or foreign corporation may correct a document filed by the
Secretary of State other than an annual report, if the document:
(a)
Contains an incorrect statement; or
(b)
Was defectively executed, attested, sealed, verified or acknowledged.
(2)
Errors in annual reports may be corrected as provided in ORS 65.787.
(3)
A domestic or foreign corporation seeking to correct a document shall deliver
the articles of correction to the Office of the Secretary of State for filing.
The articles shall include the following:
(a)
A description of the incorrect document, including its filing date or a copy of
the document;
(b)
A description of the incorrect statement and the reason it is incorrect or a
description of the manner in which the execution, attestation, seal,
verification or acknowledgment is defective; and
(c)
A correction of the incorrect statement or defective execution, attestation,
seal, verification or acknowledgment.
(4)
Articles of correction are effective on the effective date of the document they
correct except as to persons relying on the uncorrected document and adversely
affected by the correction. As to those persons, articles of correction are
effective when filed by the Secretary of State.
(5)
An incorrect document with a delayed effective date may also be corrected by
withdrawal and new filing pursuant to the provisions of ORS 56.080. [1989
c.1010 §7]
65.016 Forms; rules.
Upon request, the Secretary of State may furnish forms for documents required
or permitted to be filed by this chapter. The Secretary of State may by rule
require the use of the forms. [1989 c.1010 §4; 1995 c.215 §13]
65.017 Filing duty of Secretary of State.
(1) If a document delivered to the Office of the Secretary of State for filing
satisfies the requirements of ORS 65.004, the Secretary of State shall file it.
(2)
The Secretary of State files a document by indicating thereon that it has been
filed by the Secretary of State and the date of filing. The time of filing
shall be deemed to be 12:01 a.m. on that date. After filing a document, except
those referred to in ORS 65.114, 65.671, 65.674, 65.724 and 65.787, the
Secretary of State shall return an acknowledgment of filing to the domestic or
foreign corporation or its representative.
(3)
If the Secretary of State refuses to file a document, the Secretary of State
shall return it to the domestic or foreign corporation or its representative
within 10 business days after the document was received by the Office of the
Secretary of State, together with a brief written explanation of the reason or
reasons for the refusal.
(4)
The Secretary of State’s duty to file documents under this section is
ministerial. The Secretary of State is not required to verify or inquire into
the legality or truth of any matter included in any document delivered to the
Office of the Secretary of State for filing. Except as provided elsewhere in
this chapter, the Secretary of State’s filing or refusing to file a document
does not:
(a)
Affect the validity or invalidity of the document in
whole or in part except as provided in ORS 65.051; or
(b)
Relate to the correctness or incorrectness of information contained in the
document.
(5)
The Secretary of State’s refusal to file a document does not create a
presumption that the document is invalid or that information contained in the
document is incorrect. [1989 c.1010 §8; 1999 c.486 §11]
65.021 Appeal from Secretary of State’s
refusal to file document. If the Secretary of State
refuses to file a document delivered to the Office of Secretary of State for
filing, the domestic or foreign corporation, in addition to any other legal
remedy which may be available, shall have the right to appeal from such final
order pursuant to the provisions of ORS 183.484. [1989 c.1010 §9]
65.024 Evidentiary effect of certified
copy of filed document or secretary’s certificate.
(1) A certificate bearing the Secretary of State’s signature, which may be in
facsimile, and attached to a copy of a document is conclusive evidence that the
original document or a facsimile thereof is on file with the Office of the
Secretary of State.
(2)
The following shall be received in all courts, public offices and official
bodies of this state as prima facie evidence of the facts stated therein,
unless a greater evidentiary effect is provided in ORS 65.027 and 65.051 or
elsewhere in this chapter or it is shown that the document was thereafter corrected
or withdrawn from the files of the Office of the Secretary of State:
(a)
All facts stated in certificates issued by the Office of the Secretary of State
with respect to its business registry functions including a certificate of
compliance or noncompliance of a document with filing requirements or other
provisions of law administered by the Office of the Secretary of State, or a
certificate as to the existence or nonexistence of facts which would appear
from presence or absence of documents in the files of the Office of the
Secretary of State; and
(b)
All facts stated in documents certified as filed by the Office of the Secretary
of State, but only to the extent the specific items were required to be
included in the document by this chapter or ORS chapter 61 (1987 Replacement
Part). [1989 c.1010 §10]
65.027 Certificate of existence or
authorization. (1) Anyone may apply to the Office of
the Secretary of State to furnish a certificate of existence for a domestic
corporation or a certificate of authorization for a foreign corporation.
(2)
A certificate of existence or authorization, when issued, means that:
(a)
The domestic corporation’s corporate name or the foreign corporation’s
corporate name is of active record in this state;
(b)
The domestic corporation is duly incorporated under the law of this state or
the foreign corporation is authorized to transact business in this state;
(c)
All fees payable to the Secretary of State under this chapter have been paid,
if nonpayment affects the existence or authorization of the domestic or foreign
corporation;
(d)
An annual report if required by ORS 65.787 has been filed by the Secretary of
State within the preceding 14 months; and
(e)
Articles of dissolution or an application for withdrawal have not been filed by
the Secretary of State.
(3)
A person may apply to the Secretary of State to issue a certificate covering
any fact of record.
(4)
Subject to any qualification stated in the certificate, a certificate of
existence or authorization issued by the Secretary of State may be relied upon
as conclusive evidence that the domestic or foreign corporation is in existence
or is authorized to transact business in this state. [1989 c.1010 §11]
(Secretary of State)
65.031 Powers.
The Secretary of State has the power reasonably necessary to perform the duties
required of the Office of the Secretary of State by this chapter. [1989 c.1010 §13]
(Notice)
65.034 Notice.
(1) Notice may be oral or written unless otherwise specified for a particular
kind of notice.
(2)
Notice may be communicated in person, by telephone, telegraph, teletype or
other form of wire or wireless communication, or by mail or private carrier,
including publication in a newsletter or similar document mailed to a member’s
or director’s address. If these forms of personal notice are impracticable,
notice may be communicated by a newspaper of general circulation in the area
where the meeting is to be held, or by radio, television or other form of
public broadcast communication.
(3)
Written notice by a domestic or foreign corporation to its member, if in a
comprehensible form, is effective when mailed if it is mailed postpaid and is
correctly addressed to the member’s address shown in the corporation’s current
records of members.
(4)
Oral notice is effective when communicated if communicated in a comprehensible
manner.
(5)
Except as provided in subsection (3) of this section, personal written notice,
if in a comprehensible form, is effective at the earliest of the following:
(a)
When received;
(b)
Five days after its postmark, if mailed by United States mail correctly
addressed and with first class postage affixed;
(c)
On the date shown on the return receipt, if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of
the addressee;
(d)
Thirty days after its deposit in the United States mail if mailed correctly
addressed and with other than first class, registered or certified postage
affixed; or
(e)
The date specified by the articles of incorporation or bylaws with respect to
notice to directors.
(6)(a)
Written notice is correctly addressed to a member of a domestic or foreign
corporation if addressed to the member’s address shown in the corporation’s
current list of members.
(b)
A written notice or report delivered as part of a newsletter, magazine or other
publication sent to members shall constitute a written notice or report if
addressed or delivered to the member’s address shown in the corporation’s
current list of members, or in the case of members who are residents of the
same household and who have the same address in the corporation’s current list
of members, if addressed or delivered to one of such members, at the address
appearing on the current list of members.
(c)
Written notice is correctly addressed to a domestic or foreign corporation
authorized to transact business in this state, other than in its capacity as a
member, if addressed to its registered agent or, if none is of record, to its
principal office shown in its most recent annual report or, if none, in the
articles of incorporation or its application for a certificate of authority to
do business.
(7)
If ORS 65.214 or any other provision of this chapter prescribes different
notice requirements for particular circumstances, those requirements govern. If
articles or bylaws prescribe different notice requirements, not less stringent
than the provisions of this section or other provisions of this chapter, those
requirements govern. [1989 c.1010 §15]
(Private Foundations)
65.036 Private foundations.
Except where otherwise determined by a court of competent jurisdiction, a
corporation which is a private foundation as defined in section 509 of the
Internal Revenue Code of 1986 shall:
(1)
Distribute such amounts for each taxable year at such time and in such manner
as not to subject the corporation to tax under section 4942 of the Internal
Revenue Code of 1986;
(2)
Not engage in any act of self-dealing as defined in section 4941(d) of the
Internal Revenue Code of 1986;
(3)
Not retain any excess business holdings as defined in section 4943(c) of the
Internal Revenue Code of 1986;
(4)
Not make any investments in such a manner as to subject the corporation to
taxes on investments which jeopardize charitable purposes as provided in section
4944 of the Internal Revenue Code of 1986; and
(5)
Not make any taxable expenditures as defined in section 4945(d) of the Internal
Revenue Code of 1986. [1989 c.1010 §16]
(Judicial Relief)
65.038 Judicial relief.
(1) If for any reason it is impractical or impossible for any corporation to
call or conduct a meeting of its members, delegates or directors, or otherwise
obtain their consent in the manner prescribed by its articles, bylaws or this
chapter, then upon petition of a director, officer, delegate, member or the
Attorney General, the circuit court for the State of Oregon for the county in
which the principal office designated on the last filed annual report, articles
or application for authority to transact business is located, or if none, within
Oregon, Marion County, may order that such a meeting be called. The court may
also order that a written ballot or other form of obtaining the vote of
members, delegates or directors be authorized, in such a manner as the court
finds fair and equitable under the circumstances.
(2)
The court shall, in an order issued pursuant to this section, provide for a
method of notice reasonably designed to give actual notice to all persons who
would be entitled to notice of a meeting held pursuant to the articles, bylaws
and this chapter, whether or not the method results in actual notice to all
such persons or conforms to the notice requirements that would otherwise apply.
In a proceeding under this section, the court may determine who are the members
or directors.
(3)
The order issued pursuant to this section may for good cause shown dispense
with any requirement relating to the holding of or voting at meetings or
obtaining votes, including any requirement that would otherwise be imposed by
the articles, bylaws or this chapter as to quorum or as to the number or
percentage of votes needed for approval of an act.
(4)
Whenever practical, any order issued pursuant to this section shall limit the
subject matter of meetings or other forms of consent judicially authorized to
those items, including amendments to the articles or bylaws, the resolution of
which will or may enable the corporation to continue managing its affairs
without further resort to this section. An order under this section may also
authorize the obtaining of whatever votes and approvals are necessary for the
dissolution, merger or sale of assets.
(5)
Any meeting or other method of obtaining the vote of members, delegates or
directors conducted pursuant to an order issued under this section, and which
complies with all the provisions of such order, is for all purposes a valid
meeting or vote, as the case may be, and shall have the same force and effect
as if it complied with every requirement imposed by the articles, bylaws and
this chapter. [1989 c.1010 §17]
(Attorney General)
65.040 Notice to Attorney General; effect
of failure to notify. (1) The Attorney General shall
be given notice of the commencement of any proceeding which ORS 65.038, 65.084,
65.207, 65.327, 65.661 or 65.751 or any other provision of this chapter
authorize the Attorney General to bring but which has been commenced by another
person.
(2)
Whenever any provision of this chapter requires that notice be given to the
Attorney General before or after commencing a proceeding or permits the
Attorney General to commence a proceeding:
(a)
If no proceeding has been commenced, the Attorney General may take appropriate
action including, but not limited to, seeking injunctive relief; or
(b)
If a proceeding has been commenced by a person other than the Attorney General,
the Attorney General, as of right, may intervene in such proceeding. [1989
c.1010 §18]
(Religious Corporations)
65.042 Religious corporations;
constitutional protections. If religious doctrine or
practice governing the affairs of a religious corporation is inconsistent with
the provisions of this chapter on the same subject, the religious doctrine or
practice shall control to the extent required by the Constitution of the United
States or the Constitution of this state, or both. [1989 c.1010 §19]
INCORPORATION
65.044 Incorporators.
One or more individuals 18 years of age or older, a domestic or foreign
corporation, a partnership or an association may act as incorporators of a
corporation by delivering articles of incorporation to the Secretary of State
for filing. [1989 c.1010 §20]
65.047 Articles of incorporation.
(1) The articles of incorporation formed pursuant to this chapter subsequent to
October 3, 1989, shall set forth:
(a)
A corporate name for the corporation that satisfies the requirements of ORS
65.094;
(b)
One of the following statements or words of similar import:
(A)
This corporation is a public benefit corporation;
(B)
This corporation is a mutual benefit corporation; or
(C)
This corporation is a religious corporation;
(c)
The address, including street and number, of the corporation’s initial
registered office and the name of its initial registered agent at that
location;
(d)
The name and address of each incorporator;
(e)
An alternate corporate mailing address which shall be that of the principal
office, as defined in ORS 65.001, to which notices, as required by this
chapter, may be mailed until the principal office of the corporation has been
designated by the corporation in its annual report;
(f)
Whether or not the corporation will have members as that term is defined in
this chapter; and
(g)
Provisions regarding the distribution of assets on dissolution.
(2)
The articles of incorporation may set forth:
(a)
The names and addresses of the initial directors;
(b)
Provisions regarding:
(A)
The purpose or purposes for which the corporation is organized;
(B)
Managing and regulating the affairs of the corporation;
(C)
Defining, limiting and regulating the powers of the corporation, its board of
directors, and members or any class of members; and
(D)
The characteristics, qualifications, rights, limitations and obligations
attaching to each or any class of members;
(c)
A provision eliminating or limiting the personal liability of a director or
uncompensated officer to the corporation or its members for monetary damages
for conduct as a director or officer, provided that no such provision shall
eliminate or limit the liability of a director or officer for any act or
omission occurring prior to the date when such provision becomes effective, and
such provision shall not eliminate or limit the liability of a director or
officer for:
(A)
Any breach of the director’s or officer’s duty of loyalty to the corporation or
its members;
(B)
Acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law;
(C)
Any unlawful distribution;
(D)
Any transaction from which the director or officer derived an improper personal
benefit; and
(E)
Any act or omission in violation of ORS 65.361 to 65.367; and
(d)
Any provision that under this chapter is required or permitted to be set forth
in the bylaws.
(3)
The incorporator or incorporators must sign the articles and before including
the name of any individual as a director shall state that they have obtained
the consent of each director named to serve.
(4)
The articles of incorporation need not set forth any of the corporate powers
enumerated in this chapter but may restrict them in order to meet federal tax
code requirements or other purposes. [1989 c.1010 §21]
65.051 Incorporation.
(1) Unless a delayed effective date is specified, the corporate existence
begins when the articles of incorporation are reviewed, accepted and filed by
the Secretary of State.
(2)
The Secretary of State’s filing of the articles of incorporation is conclusive
proof that the incorporators satisfied all conditions precedent to
incorporation applicable at the time of incorporation except as provided in ORS
56.080 or in a proceeding by the state to cancel or revoke the incorporation or
involuntarily dissolve the corporation. [1989 c.1010 §22]
65.054 Liability for preincorporation
transactions. All persons purporting to act as or on
behalf of a corporation organized or subject to the authority of this chapter,
knowing there was no incorporation under this chapter at the relevant time, may
be held to be jointly and severally liable for all liabilities created while so
acting if, under the circumstances, it is equitable to do so. [1989 c.1010 §23]
65.057 Organization of corporation.
(1) After incorporation:
(a)
If initial directors are named in the articles of incorporation, the initial
directors shall hold an organizational meeting at the call of a majority of the
directors, with notice as provided in ORS 65.344, to complete the organization
of the corporation by appointing officers, adopting bylaws and carrying on any
other business brought before the meeting.
(b)
If initial directors are not named in the articles, the incorporator or
incorporators shall hold an organizational meeting at the call of a majority of
the incorporators with equivalent notice to that specified in ORS 65.344:
(A)
To complete the organization of the corporation and to elect directors, unless
the organization is a corporation sole; or
(B)
To elect a board of directors which shall complete the organization of the
corporation.
(2)
Action required or permitted by this chapter to be taken by incorporators or
directors at an organizational meeting may be taken without a meeting if the action
taken is evidenced by one or more written consents describing the action taken
and signed by each incorporator or director, in accordance with the procedures
of ORS 65.341.
(3)
An organizational meeting may be held in or out of this state. [1989 c.1010 §24]
65.061 Bylaws.
(1) The incorporators or board of directors of a corporation, whichever
completes the organization of the corporation at its organizational meeting,
shall adopt initial bylaws for the corporation.
(2)
The bylaws may contain any provision for managing and regulating the affairs of
the corporation that is not inconsistent with law or the articles of
incorporation. [1989 c.1010 §25]
65.064 Emergency bylaws and powers.
(1) Unless the articles provide otherwise, the board of directors of a
corporation may adopt, amend or repeal bylaws to be effective only in an
emergency as defined in subsection (4) of this section. The emergency bylaws,
which are subject to amendment or repeal by the members, may provide special
procedures necessary for managing the corporation during the emergency,
including:
(a)
Procedures for calling a meeting of the board of directors;
(b)
Quorum requirements for the meeting; and
(c)
Designation of additional or substitute directors.
(2)
All provisions of the regular bylaws consistent with the emergency bylaws
remain effective during the emergency. The emergency bylaws are not effective
after the emergency ends.
(3)
Corporate action taken in good faith in accordance with the emergency bylaws
binds the corporation. A corporate director, officer, employee or agent shall
not be liable for deviation from normal procedures if the conduct was
authorized by emergency bylaws adopted as provided in this section.
(4)
An emergency exists for purposes of this section if a quorum of the corporation’s
directors cannot readily be assembled because of some present or imminent
catastrophic event. [1989 c.1010 §26]
65.067 Corporation sole.
(1) Any individual may, in conformity with the constitution, canons, rules,
regulations and disciplines of any church or religious denomination, form a
corporation hereunder to be a corporation sole. Such corporation shall be a
form of religious corporation and will differ from other such corporations
organized hereunder only in that it shall have no board of directors, need not
have officers and shall be managed by a single director who shall be the
individual constituting the corporation and its incorporator or the successor
of the incorporator.
(2)
The name of such corporation shall be the same as the office within the church
or religious denomination held by the incorporator, and shall be followed by
the words “and successors, a corporation sole.”
(3)
All of the provisions of ORS 65.044 to 65.067 shall apply to such corporation.
If the corporation has no officers, the director may perform any act required
by or permitted by an officer in the same manner and with the same effect as
though such act were performed by one or more officers of the corporation. [1989
c.1010 §27]
PURPOSES AND POWERS
65.074 Purposes.
(1) Every corporation incorporated under this chapter has the purpose of
engaging in any lawful activity unless a more limited purpose is set forth in
the articles of incorporation.
(2)
A corporation that is subject to regulation under another statute of this state
may not be incorporated under this chapter if such organization is required to
be organized under such other statute. [1989 c.1010 §28]
65.077 General powers.
Unless its articles of incorporation provide otherwise, every corporation has
perpetual duration and succession in its corporate name and has the same powers
as an individual to do all things necessary or convenient to carry out its
affairs, including, without limitation, power to:
(1)
Sue and be sued, complain and defend in its corporate name.
(2)
Have a corporate seal, which may be altered at will, and to use it, or a
facsimile of it, by impressing or affixing or reproducing it in any other
manner.
(3)
Make and amend bylaws not inconsistent with its articles of incorporation or
with the laws of this state, for regulating and managing the affairs of the
corporation.
(4)
Purchase, take by gift, devise or bequest, receive, lease or otherwise acquire,
and own, hold, improve, use and otherwise deal with, real or personal property
or any interest in property, wherever located.
(5)
Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose
of all or any part of its property.
(6)
Purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use,
sell, mortgage, lend, pledge or otherwise dispose of and deal in or with shares
or other interests in or obligations of any other entity.
(7)
Make contracts and guarantees, incur liabilities, borrow money, issue notes,
bonds and other obligations, and secure any of its obligations by mortgage or
pledge of any of its property, franchises or income.
(8)
Lend money, invest and reinvest its funds, and receive and hold real and
personal property as security for repayment, except as limited by ORS 65.364.
(9)
Be a promoter, partner, member, associate or manager of any partnership, joint
venture, trust or other entity.
(10)
Conduct its activities, locate offices and exercise the powers granted by this
chapter within or without this state.
(11)
Elect or appoint directors, officers, employees, and agents of the corporation,
define their duties and fix their compensation, if any.
(12)
Pay pensions and establish pension plans, pension trusts and other benefit and
incentive plans for any or all of its current or former directors, officers,
employees and agents.
(13)
Unless otherwise provided in the articles of incorporation, make donations not
inconsistent with law for the public welfare or for charitable, benevolent,
religious, scientific or educational purposes and for other purposes that
further the corporate interest.
(14)
Impose dues, assessments, admission and transfer fees upon its members.
(15)
Establish conditions for admission of members, admit members and issue
memberships.
(16)
Carry on a business.
(17)
Do any other act, not inconsistent with law, that furthers the activities and
affairs of the corporation.
(18)
Dissolve, merge or reorganize as provided in this chapter. [1989 c.1010 §29]
65.081 Emergency powers.
(1) During an emergency defined in subsection (4) of this section, the board of
directors or a corporation may:
(a)
Modify lines of succession to accommodate the incapacity of any director,
officer, employee or agent; or
(b)
Relocate the principal office, designate alternative principal offices or
regional offices or authorize the officers to do so.
(2)
During an emergency defined in subsection (4) of this section, unless emergency
bylaws provide otherwise:
(a)
Notice of a meeting of the board of directors need be given only to those
directors whom it is practicable to reach and may be given in any practicable
manner, including by publication or radio; and
(b)
One or more officers of the corporation present at a meeting of the board of
directors may be deemed to be directors for purposes of the meeting, in order
of the officer’s rank, and within the same rank in order of seniority, as
necessary to achieve a quorum.
(3)
Corporate action taken in good faith under this section to further the affairs
of the corporation during an emergency binds the corporation. A corporate
director, officer, employee or agent shall not be liable for deviation from
normal procedures if the conduct was authorized by emergency powers provided in
this chapter.
(4)
An emergency exists for purposes of this section if a quorum of the corporation’s
directors cannot readily be assembled because of some present or imminent
catastrophic event. [1989 c.1010 §30]
65.084 Challenge of corporate authority;
remedy. (1) Except as provided in subsection
(2) of this section, the validity of corporate action may not be challenged on
the ground that the corporation lacks or lacked power to act.
(2)
A corporation’s power to act may be challenged:
(a)
In a proceeding by a member or members, a director or the Attorney General
against the corporation to enjoin the act;
(b)
In a proceeding by the corporation, directly, derivatively or through a
receiver, a trustee or other legal representative, including the Attorney
General in the case of a public benefit corporation, against an incumbent or
former director, officer, employee or agent of the corporation; or
(c)
In a proceeding under ORS 65.664.
(3)
In a proceeding under subsection (2)(a) of this section to enjoin an
unauthorized corporate act, the court may enjoin or set aside the act, if
equitable and if all affected persons are parties to the proceeding, and may
award damages for loss other than anticipated profits suffered by the
corporation or another party because of enjoining the unauthorized act. [1989
c.1010 §31]
NAME
65.094 Corporate name.
(1) A corporate name may not contain language stating or implying that the
corporation is organized for a purpose other than that permitted by ORS 65.074
and the articles of incorporation.
(2)
A corporate name shall not contain the word “cooperative” or the phrase “limited
partnership.”
(3)
A corporate name shall be written in the alphabet used to write the English
language but may include Arabic and Roman numerals and incidental punctuation.
(4)
Except as authorized by subsection (5) of this section, a corporate name shall
be distinguishable upon the records of the Office of the Secretary of State
from any other corporate name, professional corporate name, business corporate
name, cooperative name, limited partnership name, business trust name, reserved
name, registered corporate name or assumed business name of active record with
the Office of the Secretary of State.
(5)
The corporate name need not satisfy the requirement of subsection (4) of this
section if the applicant delivers to the Office of the Secretary of State a
certified copy of a final judgment of a court of competent jurisdiction that
finds that the applicant has a prior or concurrent right to use the corporate
name in this state.
(6)
The provisions of this section do not prohibit a corporation from transacting
business under an assumed business name.
(7)
The provisions of this section do not:
(a)
Abrogate or limit the law governing unfair competition or unfair trade
practices; or
(b)
Derogate from the common law, the principles of equity or the statutes of this
state or of the United States with respect to the right to acquire and protect
trade names. [1989 c.1010 §32]
65.097 Reserved name.
(1) A person may apply to the Office of the Secretary of State to reserve a
corporate name. The application must set forth the name and address of the
applicant and the name proposed to be reserved.
(2)
If the Secretary of State finds that the corporate name applied for conforms to
ORS 65.094, the Secretary of State shall reserve the name for the applicant for
a 120-day period, following which the applicant may reapply for it on the same
basis as other applicants.
(3)
A person may transfer the reservation of a corporate name to another person by
delivering to the Office of the Secretary of State a notice of the transfer
executed by the person for whom the name was reserved and specifying the name
and address of the transferee. [1989 c.1010 §33]
65.101 Registered name.
(1) A foreign corporation may apply to the Office of the Secretary of State to
register its corporate name.
(2)
The application must set forth the corporate name, the state or country of its
incorporation, the date of its incorporation, a brief description of the nature
of the activities in which it is engaged and a statement that it is not
carrying on or doing business in the State of Oregon. The application must be
accompanied by a certificate of existence or a document of similar import
current within 60 days of delivery, duly authenticated by the official having
custody of corporate records in the state or country under whose law it is
incorporated.
(3)
If the Secretary of State finds that the name conforms to ORS 65.094, the
Secretary of State shall register the name effective for one year.
(4)
A foreign corporation whose registration is effective may renew it for
successive years by delivering to the Secretary of State for filing a renewal
application which complies with the requirements of this section prior to the
lapse of the previous registration. Filing of the renewal application renews
the registration for an additional year from its prior expiration.
(5)
A foreign corporation whose registration is effective may thereafter qualify to
do business in this state as a foreign corporation under that name or transfer
the registered name to another applicant for the name by the procedures
provided in ORS 65.097 (3) with respect to reserved names. Filing of such a
consent terminates the prior registration and operates as a reservation in the
name of the transferee, if it does not simultaneously file under that name. [1989
c.1010 §34]
OFFICE AND AGENT
65.111 Registered office and registered
agent. Each corporation shall continuously
maintain in this state both:
(1)
A registered agent, who shall be:
(a)
An individual who resides in this state;
(b)
A corporation, domestic business corporation, domestic limited liability
company or domestic professional corporation with an office in this state; or
(c)
A foreign corporation, foreign business corporation, foreign limited liability
company or foreign professional corporation authorized to transact business in
this state with an office in this state; and
(2)
A registered office of the corporation, which shall be the residence or office
address of the registered agent. [1989 c.1010 §35; 2001 c.315 §29]
65.114 Change of registered office or
registered agent. (1) A corporation may change its
registered office or registered agent by delivering to the Office of the
Secretary of State for filing a statement of change that sets forth:
(a)
The name of the corporation;
(b)
If the current registered office is to be changed, the address, including the
street and number, of the new registered office;
(c)
If the current registered agent is to be changed, the name of the new
registered agent and a statement that the new agent has consented to the
appointment; and
(d)
A statement that after the change or changes are made, the street addresses of
its registered office and the office or residence address of its registered
agent will be identical.
(2)
If the registered agent changes the street address of the agent’s designated
office or residence, the registered agent shall change the street address of
the registered office of any corporation for which the registered agent is the
registered agent by notifying the corporation in writing of the change and by
signing, either manually or in facsimile, and delivering to the Office of the
Secretary of State for filing a statement that complies with the requirements
of subsection (1) of this section and recites that the corporation has been
notified of the change.
(3)
The filing by the Secretary of State of a statement submitted under this
section shall terminate the existing registered office or agent, or both, on
the effective date of the filing and establish the newly appointed registered
office or agent, or both, as that of the corporation. [1989 c.1010 §36]
65.117 Resignation of registered agent.
(1) A registered agent may resign as registered agent upon delivering a signed statement
to the Office of the Secretary of State and giving notice in the form of a copy
of the statement to the corporation for filing. The statement may include a
statement that the registered office is also discontinued.
(2)
Upon delivery of the signed statement, the Secretary of State shall file the
resignation statement. The copy of the statement given to the corporation under
subsection (1) of this section shall be addressed to the corporation at its
principal office as shown in the most recent annual report filed pursuant to
ORS 65.787 or if none, the address specified in the articles of incorporation.
(3)
The agency appointment is terminated, and the registered office discontinued if
so provided, on the 31st day after the date on which the statement was filed by
the Secretary of State, unless the corporation shall sooner appoint a successor
registered agent as provided in ORS 65.114 thereby terminating the capacity of
the prior agent. [1989 c.1010 §37; 1993 c.190 §5]
65.121 Service on the corporation.
The provisions of ORS 60.121 shall apply to corporations organized under or
subject to the provisions of this chapter. [1989 c.1010 §38; 1991 c.67 §12]
MEMBERS AND MEMBERSHIPS
(Admission of Members)
65.131 Admission.
(1) The articles or bylaws may establish criteria or procedures for admission
of members.
(2)
No person shall be admitted as a member without consent of the person, express
or implied. [1989 c.1010 §39]
65.134 Consideration.
Except as provided in its articles or bylaws, a corporation may admit members
for no consideration or for such consideration as is determined by the board. [1989
c.1010 §40]
65.137 No requirement for members.
A corporation is not required to have members. A corporation shall have no
members if its articles of incorporation or bylaws include a statement that “the
corporation shall have no members” or words of similar import. [1989 c.1010 §41]
(Members’ Rights and Obligations)
65.144 Differences in rights and
obligations of members. All members shall have the same
rights and obligations with respect to voting, dissolution, redemption and
transfer, unless the articles or bylaws establish classes of membership with
different rights or obligations. All members shall have the same rights and
obligations with respect to any other matters, except as set forth in or
authorized by the articles or bylaws. [1989 c.1010 §42]
65.147 Transfers.
(1) Except as provided in ORS 65.231 pertaining to proxies or as set forth in
or authorized by the articles or bylaws, no member may transfer a membership or
any right arising therefrom.
(2)
No member of a public benefit or religious corporation may transfer for value a
membership or any right arising therefrom, unless the
transferring member is a public benefit or religious corporation.
(3)
Where transfer rights have been provided, no restriction on them shall be
binding with respect to a member holding a membership issued prior to the
adoption of the restriction unless the restriction is approved by the members
and the affected member. [1989 c.1010 §43]
65.151 Member’s liability to third
parties. A member of a corporation is not
personally liable for the acts, debts, liabilities or obligations of the
corporation merely by reason of being a member. [1989 c.1010 §44]
65.154 Member’s liability for dues,
assessments and fees. A member may become liable to
the corporation for dues, assessments or fees. An article or bylaw provision or
a resolution adopted by the board authorizing or imposing dues, assessments or
fees does not, of itself, create liability to pay the obligation, but
nonpayment may constitute grounds for expelling or suspending the member or
suspending or terminating the membership. [1989 c.1010 §45]
65.157 Creditor’s action against member.
(1) No proceeding may be brought by a creditor to reach the liability, if any,
of a member to the corporation arising from membership unless final judgment
has been rendered in favor of the creditor against the corporation and
execution has been returned unsatisfied in whole or in part or unless obtaining
such judgment and execution would be useless.
(2)
All creditors of the corporation, with or without reducing their claims to
judgment, may intervene in any creditor’s proceeding brought under subsection
(1) of this section to reach and apply unpaid amounts due the corporation. Any
or all members who owe amounts to the corporation arising from membership may
be joined in such proceeding. [1989 c.1010 §46]
(Resignation and Termination)
65.164 Resignation.
(1) A member may resign at any time.
(2)
The resignation of a member does not relieve the member from any obligations
the member may have to the corporation as a result of obligations incurred or
commitments made prior to resignation. [1989 c.1010 §47]
65.167 Termination, expulsion or
suspension. (1) No member of a public benefit or
mutual benefit corporation may be expelled or suspended, and no membership or
memberships in such corporations may be terminated or suspended, except
pursuant to a procedure that is fair and reasonable and is carried out in good
faith.
(2)
A procedure is fair and reasonable when either:
(a)
The articles or bylaws set forth a procedure that provides:
(A)
Not less than 15 days’ prior written notice of the expulsion, suspension or
termination and the reasons therefor; and
(B)
An opportunity for the member to be heard, orally or in writing, not less than
five days before the effective date of the expulsion, suspension or termination
by a person or persons authorized to decide that the proposed expulsion,
termination or suspension not take place; or
(b)
It is fair and reasonable taking into consideration all of the relevant facts
and circumstances.
(3)
Any written notice given by mail must be given by first class or certified mail
sent to the last address of the member shown on the corporation’s records.
(4)
Any proceeding challenging an expulsion, suspension or termination, including a
proceeding in which defective notice is alleged, must be commenced within one
year after the effective date of the expulsion, suspension or termination.
(5)
A member who has been expelled or suspended, or whose membership has been
suspended or terminated, may be liable to the corporation for dues, assessments
or fees as a result of obligations incurred by the member prior to expulsion,
suspension or termination. [1989 c.1010 §48; 2005 c.22 §44]
65.171 Acquiring memberships.
(1) A public benefit or religious corporation may not acquire for value any of
its memberships or any right arising therefrom,
unless the member is a public benefit or religious corporation.
(2)
A mutual benefit corporation may acquire the membership of a member who resigns
or whose membership is terminated for the amount and pursuant to the conditions
set forth in or authorized by its articles or bylaws.
(3)
No acquisition of memberships shall be made in violation of ORS 65.551 or
65.554. [1989 c.1010 §49]
(Derivative Suits)
65.174 Derivative suits.
(1) A proceeding may be brought in the right of a domestic or foreign
corporation to procure a judgment in its favor by:
(a)
Any member or members having two percent or more of the voting power or by 20
members, whichever is less; or
(b)
Any director.
(2)
In any such proceeding, each member complainant shall have been a member when
the transaction complained of occurred.
(3)
A complaint in a proceeding brought in the right of a corporation must allege
with particularity the demand made, if any, to obtain action by the board of
directors and either that the demand was refused or ignored or why a demand was
not made. Whether or not a demand for action was made, if the corporation
commences an investigation of the charges made in the demand or complaint, the
court may stay any proceeding until the investigation is completed.
(4)
The complainants shall notify the Attorney General within 10 days after
commencing any proceeding under this section if the proceeding involves a
public benefit corporation or assets held in charitable trust by a mutual
benefit corporation.
(5)
A proceeding commenced under this section may not be discontinued or settled
without the court’s approval. If the court determines that a proposed
discontinuance or settlement will substantially affect the interest of the
corporation’s members or a class of members, the court shall direct that notice
be given the members affected. [1989 c.1010 §50]
(Delegates)
65.177 Delegates.
(1) A corporation may provide in its articles or bylaws for delegates having
some or all of the authority of members.
(2)
The articles or bylaws may set forth provisions relating to:
(a)
The characteristics, qualifications, rights, limitations and obligations of
delegates including their selection and removal;
(b)
Providing notice to and calling, holding and conducting meetings of delegates;
and
(c)
Carrying on corporate activities during and between meetings of delegates. [1989
c.1010 §51]
MEMBERSHIP MEETINGS AND VOTING
(Meetings and Action Without Meetings)
65.201 Annual and regular meetings.
(1) A corporation with members shall hold a membership meeting annually at a
time stated in or fixed in accordance with the bylaws.
(2)
A corporation with members may hold regular membership meetings at the times
stated in or fixed in accordance with the bylaws.
(3)
Annual and regular membership meetings may be held in or out of this state at
the place stated in or fixed in accordance with the bylaws. If no place is
stated in or fixed in accordance with the bylaws, annual and regular meetings
shall be held at the corporation’s principal office.
(4)
At the annual meeting:
(a)
The president, and any other officer the board of directors or the president
may designate, shall report on the activities and financial condition of the
corporation; and
(b)
The members shall consider and act upon such other matters as may be raised
consistent with the notice requirements of ORS 65.214.
(5)
At regular meetings the members shall consider and act upon such matters as may
be raised consistent with the notice requirements of ORS 65.214.
(6)
The failure to hold an annual or regular meeting at a time stated in or fixed
in accordance with a corporation’s bylaws does not affect the validity of any
corporate action. [1989 c.1010 §52]
65.204 Special meeting.
(1) A corporation with members shall hold a special meeting of members:
(a)
On call of its board of directors or the person or persons authorized to do so
by the articles of incorporation or bylaws; or
(b)
Except as provided in the articles or bylaws, if the holders of at least five
percent of the voting power of any corporation sign, date and deliver to the
corporation’s secretary one or more written demands for the meeting describing
the purpose or purposes for which it is to be held.
(2)
If not otherwise fixed under ORS 65.207 or 65.221, the record date for members
entitled to demand a special meeting is the date the first member signs the
demand.
(3)
If a notice for a special meeting demanded under subsection (1)(b) of this
section is not given pursuant to ORS 65.214 within 30 days after the date the
written demand or demands are delivered to the corporation’s secretary then,
regardless of the requirements of subsection (4) of this section, a person
signing the demand or demands may set the time and place of the meeting and
give notice pursuant to ORS 65.214.
(4)
Special meetings of members may be held in or out of this state at the place
stated in or fixed in accordance with the bylaws. If no place is stated or
fixed in accordance with the bylaws, special meetings shall be held at the
corporation’s principal office.
(5)
Only matters within the purpose or purposes described in the meeting notice
required by ORS 65.214 may be conducted at a special meeting of members. [1989
c.1010 §53]
65.207 Court-ordered meeting; attorney
fees. (1) The circuit court of the county
where a corporation’s principal office is located, or, if the principal office
is not in this state, where the registered office of the corporation is or was
last located, may summarily order a meeting to be held:
(a)
On application of any member or other person entitled to participate in an
annual or regular meeting or, in the case of a public benefit corporation, the
Attorney General, if an annual meeting was not held within the earlier of six
months after the end of the corporation’s fiscal year or 15 months after its
last annual meeting;
(b)
On application of any member or other person entitled to participate in a
regular meeting or, in the case of a public benefit corporation, the Attorney
General, if a regular meeting is not held within 40 days after the date it was
required to be held; or
(c)
On application of a member who signed a demand for a special meeting valid
under ORS 65.204, a person or persons entitled to call a special meeting or, in
the case of a public benefit corporation, the Attorney General, if notice of
the special meeting was not given within 30 days after the date the demand was
delivered to the corporation’s secretary or the special meeting was not held in
accordance with the notice.
(2)
The court may fix the time and place of the meeting, determine the members
entitled to participate in the meeting, specify a record date for determining
members entitled to notice of and to vote at the meeting, prescribe the form
and content of the meeting notice, fix the quorum required for specific matters
to be considered at the meeting or direct that the votes represented at the
meeting constitute a quorum for action on those matters, and enter other orders
necessary to accomplish the purpose or purposes of the meeting.
(3)(a)
Except as provided in paragraph (b) of this subsection, the court may award
reasonable attorney fees to the prevailing party in an action under this
section.
(b)
The court may not award attorney fees to the state or a political subdivision
of the state if the state or political subdivision prevails in an action under
this section.
(4)
The request shall be set for hearing at the earliest possible time and shall
take precedence over all matters, except matters of the same character and
hearings on preliminary injunctions under ORCP 79 B(3). No order shall be
issued by the court under this section without notice to the corporation at
least five days in advance of the time specified for the hearing unless a
different period is fixed by order of the court. [1989 c.1010 §54; 1995 c.696 §14]
65.211 Action without meeting.
(1) Unless the articles of incorporation or bylaws provide otherwise, action
required or permitted by this chapter to be taken at a members’ meeting may be
taken without a meeting if the action is taken by all the members entitled to
vote on the action. The action must be evidenced by one or more written
consents describing the action taken, signed by all the members entitled to
vote on the action, and delivered to the corporation for inclusion in the
minutes or filing with the corporate records. Action taken under this section
is effective when the last member signs the consent, unless the consent
specifies an earlier or later effective date.
(2)
If not otherwise determined under ORS 65.207 or 65.221, the record date for
determining members entitled to take action without a meeting is the date the
first member signs the consent under subsection (1) of this section.
(3)
A consent signed under this section has the effect of a meeting vote and may be
described as such in any document. [1989 c.1010 §55]
65.214 Notice of meeting.
(1) A corporation shall give notice consistent with its bylaws of meetings of
members in a fair and reasonable manner. The corporation is required to give
notice to members entitled to vote at the meeting and to any other person
specified in this chapter, the articles of incorporation or the bylaws.
(2)
Any notice which conforms to the requirements of subsection (3) of this section
is fair and reasonable, but other means of giving notice may also be fair and
reasonable when all the circumstances are considered, provided, however, that
notice of matters referred to in subsection (3)(b) of this section must be
given as provided in subsection (3) of this section.
(3)
Notice is fair and reasonable if:
(a)
The corporation notifies its members of the place, date and time of each
annual, regular and special meeting of members no fewer than seven days, or if
notice is mailed by other than first class or registered mail, no fewer than 30
nor more than 60 days before the meeting;
(b)
Notice of an annual or regular meeting includes a description of any matter or
matters which must be approved by the members under ORS 65.361, 65.404, 65.414
(1)(a), 65.437, 65.464, 65.487, 65.534 or 65.624; and
(c)
Notice of a special meeting includes a description of the purpose or purposes
for which the meeting is called.
(4)
Unless the bylaws require otherwise, if an annual, regular or special meeting
of members is adjourned to a different date, time or place, notice need not be
given of the new date, time or place, if the new date, time or place is
announced at the meeting before adjournment. If a new record date for the
adjourned meeting is or must be fixed under ORS 65.221, however, notice of the
adjourned meeting must be given under this section to the persons who are
members as of the new record date. [1989 c.1010 §56; 1991 c.231 §2]
65.217 Waiver of notice.
(1) A member may at any time waive any notice required by this chapter, the
articles or bylaws. The waiver must be in writing, be signed by the member
entitled to the notice and be delivered to the corporation for inclusion in the
minutes or filing with the corporate records.
(2)
A member’s attendance at a meeting waives objection to:
(a)
Lack of notice or defective notice of the meeting, unless the member at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting; and
(b)
Consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the member objects
to considering the matter when it is presented. [1989 c.1010 §57]
65.221 Record date.
(1) The bylaws may fix or provide the manner of fixing the record date in order
to determine the members entitled to notice of a members’ meeting, to demand a
special meeting, to vote or to take any other lawful action. If the bylaws do
not fix or provide for fixing such a record date, the board of directors may
fix a future date as the record date. If no such record date is fixed, then:
(a)
To determine the members entitled to notice of a members’ meeting, the record
date shall be the day before the day on which first notice is mailed or
otherwise transmitted to members in accordance with ORS 65.034, or if notice is
waived, the day preceding the day on which the meeting is held.
(b)
To determine the members entitled to demand a special meeting, the record date
shall be as set forth in ORS 65.204 (2).
(c)
To determine the members entitled to take action without a meeting, the record
date shall be as set forth in ORS 65.211 (2).
(d)
To determine the members entitled to vote at a members’ meeting, the record
date shall be the date of the meeting.
(e)
To determine the members entitled to exercise any rights in respect to any
other lawful action, the record date shall be the day on which the board adopts
the resolution relating thereto, or the 60th day prior to the date of such
other action, whichever is later.
(2)
A record date fixed under this section may not be more than 70 days before the
meeting or action requiring the determination of members.
(3)
A determination of members entitled to notice of or to vote at a membership
meeting is effective for any adjournment of the meeting unless the board fixes
a new record date, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
(4)
If a court orders a meeting adjourned to a date more than 120 days after the
date fixed for the original meeting, it may provide that the original record
date continues in effect or it may fix a new record date. [1989 c.1010 §58]
65.222 Action by written ballot.
(1) Unless prohibited or limited by the articles or bylaws, any action which
may be taken at any annual, regular or special meeting of members may be taken
without a meeting if the corporation delivers a written ballot to every member
entitled to vote on the matter.
(2)
A written ballot shall:
(a)
Set forth each proposed action; and
(b)
Provide an opportunity to vote for or against each proposed action.
(3)
Approval by written ballot pursuant to this section shall be valid only when
the number of votes cast by ballot equals or exceeds any quorum required to be
present at a meeting authorizing the action, and the number of approvals equals
or exceeds the number of votes that would be required to approve the matter at
a meeting at which the total number of votes cast was the same as the number of
votes cast by ballot.
(4)
All solicitations for votes by written ballot shall:
(a)
Indicate the number of responses needed to meet the quorum requirements;
(b)
State the percentage of approvals necessary to approve each matter other than
election of directors; and
(c)
Specify a reasonable time by which a ballot must be received by the corporation
in order to be counted.
(5)
Except as otherwise provided in the articles or bylaws, a written ballot may
not be revoked. [1989 c.1010 §59]
(Voting)
65.224 Members’ list for meeting; attorney
fees. (1) A corporation shall prepare an
alphabetical list of the names, addresses and membership dates of all its
members. If there are classes of members, the list must show the address and
number of votes each member is entitled to vote at the meeting. The corporation
shall prepare on a current basis through the time of the membership meeting a
list of members, if any, who are entitled to vote at the meeting, but are not
part of the main list of members.
(2)
The list of members must be available for inspection by any member for the
purpose of communication with other members concerning the meeting, beginning
two business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting, at the corporation’s principal
office or at a reasonable place identified in the meeting notice in the city or
other location where the meeting will be held. A member, the member’s agent or
the member’s attorney is entitled, on written demand setting forth a proper
purpose, to inspect and, subject to the requirements of ORS 65.774 and 65.782,
to copy the list at a reasonable time and at the member’s expense, during the
period it is available for inspection.
(3)
The corporation shall make the list of members available at the meeting, and
any member, the member’s agent or the member’s attorney is entitled to inspect
the list for any proper purpose at any time during the meeting or any
adjournment.
(4)
If the corporation refuses to allow a member, the member’s agent or the member’s
attorney to inspect the list of members before or at the meeting or copy the
list as permitted by subsection (2) of this section, on application of the
member, the circuit court of the county where the corporation’s principal
office, or if the principal office is not in this state, where its registered
office is or was last located, may enter a temporary restraining order or
preliminary injunction pursuant to ORCP 79 ordering the inspection or copying
at the corporation’s expense and may postpone the meeting for which the list
was prepared until the inspection or copying is complete. The court may award
reasonable attorney fees to the prevailing party in an action under this
subsection. The party initiating such a proceeding shall not be required to
post an undertaking pursuant to ORCP 82 A.
(5)
Refusal or failure to prepare or make available the membership list does not
affect the validity of action taken at the meeting.
(6)
The articles or bylaws of a religious corporation may limit or abolish the
rights of a member under this section to inspect and copy any corporate record.
(7)
The articles of a public benefit corporation organized primarily for political
or social action, including but not limited to political or social advocacy,
education, litigation or a combination thereof, may limit or abolish the right
of a member or the member’s agent or attorney to inspect or copy the membership
list if the corporation provides a reasonable means to mail communications to
the other members through the corporation at the expense of the member making
the request. [1989 c.1010 §60; 1995 c.618 §41; 2005 c.22 §45]
65.227 Voting entitlement of members.
(1) Unless the articles or bylaws provide otherwise, each member is entitled to
one vote on each matter voted on by the members, including each matter on which
a member is entitled to vote under this chapter or the articles or bylaws.
Except as expressly prohibited in this chapter, the articles or bylaws may
provide for different allocations of votes among member classes or exclude the
members or some or all member classes from voting on any issue on which they
would otherwise be entitled to vote under this chapter. Persons not retaining a
right to vote on more than one occasion for the election of a director or
directors shall not be deemed members.
(2)
Unless the articles or bylaws provide otherwise, if a membership stands of
record in the names of two or more persons, their acts with respect to voting
shall have the following effect:
(a)
If only one votes, such act binds all; and
(b)
If more than one votes, the vote shall be divided on a pro rata basis. [1989
c.1010 §61; 1991 c.231 §3]
65.231 Proxies.
(1) Unless the articles or bylaws prohibit or limit proxy voting, a member may
appoint a proxy to vote or otherwise act for the member by signing an appointment
form either personally or by the member’s attorney-in-fact.
(2)
An appointment of a proxy is effective when received by the secretary or other
officer or agent authorized to tabulate votes. An appointment is valid for 11
months unless a different period is expressly provided in the appointment form.
(3)
An appointment of a proxy is revocable by the member.
(4)
The death or incapacity of the member appointing a proxy does not affect the
right of the corporation to accept the proxy’s authority unless notice of the
death or incapacity is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises authority under the
appointment.
(5)
Appointment of a proxy is revoked by the person appointing the proxy:
(a)
Attending any meeting and voting in person; or
(b)
Signing and delivering to the secretary or other officer or agent authorized to
tabulate proxy votes either a writing stating that the appointment of the proxy
is revoked or a subsequent appointment form.
(6)
Subject to ORS 65.237 and any express limitation on the proxy’s authority
appearing on the face of the appointment form, a corporation is entitled to
accept the proxy’s vote or other action as that of the member making the
appointment. [1989 c.1010 §64]
65.234 Adjournment.
Unless otherwise provided in the articles of incorporation or bylaws, a
majority of votes represented at a meeting of members, whether or not a quorum,
may adjourn the meeting from time to time to a different time and place without
further notice to any member of any adjournment, except as such notice may be
required by ORS 65.214 (4). At the adjourned meeting at which a quorum is
present, any business may be transacted that might have been transacted at the
meeting originally held. [1989 c.1010 §68]
65.237 Corporation’s acceptance of votes.
(1) If the name signed on a vote, consent, waiver or proxy appointment
corresponds to the name of a member, the corporation, if acting in good faith,
is entitled to accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the member.
(2)
If the name signed on a vote, consent, waiver or proxy appointment does not
correspond to the record name of a member, the corporation if acting in good
faith is nevertheless entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the member if:
(a)
The member is an entity and the name signed purports to be that of an officer
or agent of the entity;
(b)
The name signed purports to be that of an attorney-in-fact of the member and if
the corporation requests, evidence acceptable to the corporation of the
signatory’s authority to sign for the member has been presented with respect to
the vote, consent, waiver or proxy appointment;
(c)
Two or more persons hold the membership as cotenants or fiduciaries and the
name signed purports to be the name of at least one of the coholders
and the person signing appears to be acting on behalf of all the coholders; or
(d)
In the case of a mutual benefit corporation:
(A)
The name signed purports to be that of an administrator, executor, guardian or
conservator representing the member and, if the corporation requests, evidence
of fiduciary status acceptable to the corporation has been presented with respect
to the vote, consent, waiver or proxy appointment; or
(B)
The name signed purports to be that of a receiver or trustee in bankruptcy of
the member, and, if the corporation requests, evidence of this status
acceptable to the corporation has been presented with respect to the vote,
consent, waiver or proxy appointment.
(3)
The corporation is entitled to reject a vote, consent, waiver or proxy
appointment if the secretary or other officer or agent authorized to tabulate
votes, acting in good faith, has reasonable basis for doubt about the validity
of the signature on it or about the signatory’s authority to sign for the
member.
(4)
The corporation and its officer or agent who accepts or rejects a vote,
consent, waiver or proxy appointment in good faith and in accordance with the
standards of this section are not liable in damages to the member for the
consequences of the acceptance or rejection.
(5)
Corporate action based on the acceptance or rejection of a vote, consent,
waiver or proxy appointment under this section is valid unless a court of
competent jurisdiction determines otherwise. [1989 c.1010 §67]
65.241 Quorum requirements.
(1) Unless the articles or bylaws provide for a higher quorum, those votes
represented at a meeting of members shall constitute a quorum.
(2)
An amendment to the articles or bylaws to decrease the quorum for any member
action may be approved by the members, or, unless prohibited by the articles or
bylaws, by the board.
(3)
An amendment to the articles or bylaws to increase the quorum required for any
member action must be approved by the members. [1989 c.1010 §62]
65.244 Voting requirements.
(1) Unless this chapter, the articles or the bylaws require a greater vote or
voting by class, if a quorum is present, the affirmative vote of a majority of
the votes represented and voting is the act of the members.
(2)
An amendment to the articles or bylaws to add to, change or delete the vote
required for any member action must be approved by the members. [1989 c.1010 §63]
65.247 Cumulative voting for directors.
(1) If the articles or bylaws provide for cumulative voting by members, members
may so vote, by multiplying the number of votes the members are entitled to
cast by the number of directors for whom they are entitled to vote, and cast
the product for a single candidate or distribute the product among two or more
candidates.
(2)
Cumulative voting is not authorized at a particular meeting unless:
(a)
The meeting notice or statement accompanying the notice states that cumulative
voting will take place; or
(b)
A member gives notice during the meeting and before the vote is taken of the
member’s intent to cumulate votes, and if one member gives this notice all
other members participating in the election are entitled to cumulate their
votes without giving further notice.
(3)
A director elected by cumulative voting may be removed by the members without
cause if the requirements of ORS 65.324 are met unless the votes cast against
removal, or not consenting in writing to such removal, would be sufficient to
elect such director if voted cumulatively at an election at which the same
total number of votes were cast or, if such action is taken by written ballot,
all memberships entitled to vote were voted and the entire number of directors
authorized at the time of the director’s most recent election were then being
elected.
(4)
Members may not cumulatively vote if the directors and members are identical. [1989
c.1010 §65]
65.251 Other methods of electing
directors. A corporation may provide in its
articles or bylaws for election of directors by members or delegates:
(1)
On the basis of chapter or other organizational unit;
(2)
By region or other geographic unit;
(3)
By preferential voting; or
(4)
By any other reasonable method. [1989 c.1010 §66]
(Voting Agreements)
65.254 Voting agreements.
(1) Two or more members may provide for the manner in which they will vote by
signing an agreement for that purpose. Such agreements may be valid for a
period of up to 10 years. For public benefit corporations such agreements must
have a reasonable purpose not inconsistent with the corporation’s public or
charitable purposes.
(2)
A voting agreement created under this section is specifically enforceable. [1989
c.1010 §69]
DIRECTORS AND OFFICERS
(Board of Directors)
65.301 Requirement for and duties of
board. (1) Each corporation shall have a board
of directors.
(2)
All corporate powers shall be exercised by or under the authority of, and the
affairs of the corporation managed under the direction of, the board of
directors, subject to any limitation set forth in the articles of incorporation
and except as provided in subsection (3) of this section.
(3)
The articles of incorporation may authorize a person or persons, or the manner
of designating a person or persons, authorized to exercise some or all of the
powers which would otherwise be exercised by a board. To the extent so
authorized any such person or persons shall have the duties and
responsibilities of the directors, and the directors shall be relieved to that
extent from such duties and responsibilities. [1989 c.1010 §70]
65.304 Qualifications of directors.
All directors must be individuals. The articles of incorporation or bylaws may
prescribe other qualifications for directors. [1989 c.1010 §71]
65.307 Number of directors.
(1) A board of directors must consist of one or more individuals for a mutual
benefit or religious corporation and three or more individuals for a public
benefit corporation, with the number specified or fixed in accordance with the
articles of incorporation or bylaws.
(2)
The articles of incorporation or bylaws may establish a variable range for the
size of the board of directors by fixing a minimum and maximum number of
directors. If a variable range is established, the number of directors may be
fixed or changed periodically, within the minimum and maximum, by the members
or the board of directors. If the articles of incorporation establish a fixed
or a variable range for the size of the board of directors and the corporation
has members entitled to vote for directors, then only the members may change
the range for the size of the board or change from a fixed or a variable-range
size board. [1989 c.1010 §72]
65.311 Election, designation and
appointment of directors. (1) If the corporation has
members entitled to vote for directors, all the directors, except the initial
directors, shall be elected at the first annual meeting of members, and at each
annual meeting thereafter, unless the articles or bylaws provide some other
time or method of election, or provide that some of the directors are appointed
by some other person or are designated.
(2)
If the corporation does not have members entitled to vote for directors, all
the directors, except the initial directors, shall be elected, appointed or
designated as provided in the articles or bylaws. If no method of election,
appointment or designation is set forth in the articles or bylaws, the
directors, other than the initial directors, shall be elected by the board. [1989
c.1010 §73]
65.314 Terms of directors generally.
(1) The articles or bylaws may specify the terms of directors. Except for
designated or appointed directors, the terms of directors may not exceed five
years. In the absence of any term specified in the articles or bylaws, the term
of each director shall be one year. Directors may be elected for successive
terms.
(2)
A decrease in the number of directors or term of office does not shorten an
incumbent director’s term.
(3)
Except as provided in the articles or bylaws:
(a)
The term of a director filling a vacancy in the office of an elected director
expires at the next election of directors; and
(b)
The term of a director filling any other vacancy expires at the end of the
unexpired term which such director is filling.
(4)
Despite the expiration of a director’s term, the director continues to serve
until the director’s successor is elected, designated or appointed and
qualifies, or until there is a decrease in the number of directors. [1989
c.1010 §74]
65.317 Staggered terms for directors.
The articles or bylaws may provide for staggering the terms of directors by
dividing the total number of directors into groups. The terms of office of the
several groups need not be uniform. [1989 c.1010 §75]
65.321 Resignation of directors.
(1) A director may resign at any time by delivering written notice to the board
of directors, its presiding officer or to the president or secretary.
(2)
A resignation is effective when the notice is effective under ORS 65.034 unless
the notice specifies a later effective date.
(3)
Once delivered, a notice of resignation is irrevocable unless revocation is
permitted by the board of directors. [1989 c.1010 §76]
65.324 Removal of directors elected by
members or directors. (1) The members may remove one
or more directors elected by them with or without cause unless the articles of
incorporation provide that directors may be removed only for cause.
(2)
If a director is elected by a class, chapter or other organizational unit or by
region or other geographic grouping, only the members of that class, chapter,
unit or grouping entitled to vote may participate in the vote to remove the
director.
(3)
Except as provided in subsection (9) of this section, a director may be removed
under subsection (1) or (2) of this section only if the number of votes cast to
remove the director would be sufficient to elect the director at a meeting to
elect directors.
(4)
If cumulative voting is authorized, a director may not be removed if the number
of votes, or if the director was elected by a class, chapter, unit or grouping
of members, the number of votes of that class, chapter, unit or grouping,
sufficient to elect the director under cumulative voting is voted against the
director’s removal.
(5)
An elected director may be removed by the members only at a meeting called for
the purpose of removing the director and the meeting notice must state that the
purpose, or one of the purposes, of the meeting is removal of the director.
(6)
In computing whether a director is protected from removal under subsections (2)
to (4) of this section, it should be assumed that the votes against removal are
cast in an election for the number of directors of the class to which the
director to be removed belonged on the date of that director’s election.
(7)
An entire board of directors may be removed under subsections (1) to (5) of
this section.
(8)
A director elected by the board of directors may be removed with or without
cause, unless the articles of incorporation or bylaws provide that directors
may be removed only for cause, by the vote of two-thirds of the directors then
in office or such greater number as is set forth in the articles or bylaws.
However, a director elected by the board to fill the vacancy of a director
elected by the members may be removed by the members, but not the board.
(9)
If at the beginning of a director’s term on the board, the articles or bylaws
provide that the director may be removed for reasons set forth in the articles
or bylaws, the board may remove the director for such reasons. The director may
be removed only if a majority of the directors then in office vote for the
removal.
(10)
The articles or bylaws of a religious corporation may:
(a)
Limit the application of this section; and
(b)
Set forth the vote and procedures by which the board or any person may remove
with or without cause a director elected by the members or the board. [1989
c.1010 §77]
65.327 Removal of directors by judicial
proceeding. (1) The circuit court of the county
where a corporation’s principal office is located, or if the principal office
is not in this state where its registered office was last located, may remove
any director of the corporation from office in a proceeding commenced either by
the corporation, at least 10 percent of the members of any class entitled to
vote for directors, or the Attorney General in the case of a public benefit
corporation if the court finds that:
(a)
The director engaged in fraudulent or dishonest conduct, or gross abuse of
authority or discretion, with respect to the corporation, or the director has
violated a duty set forth in ORS 65.357 to 65.367; and
(b)
Removal is in the best interest of the corporation.
(2)
The court that removes a director may bar the director from serving on the
board for a period prescribed by the court.
(3)
If members or the Attorney General commence a proceeding under subsection (1)
of this section, the corporation shall be made a party defendant.
(4)
A public benefit corporation or its members who commence a proceeding under
subsection (1) of this section shall give the Attorney General written notice
of the proceeding.
(5)
The articles or bylaws of a religious corporation may limit or prohibit the
application of this section. [1989 c.1010 §79]
65.331 Removal of designated or appointed
directors. (1) A designated director may be
removed by an amendment to the articles or bylaws deleting or changing the
designation.
(2)
If a director is appointed:
(a)
Except as otherwise provided in the articles or bylaws, the director may be
removed with or without cause by the person appointing the director;
(b)
The person removing the director shall do so by giving written notice of the
removal to the director and either the presiding officer of the board or the
corporation’s president or secretary; and
(c)
A removal is effective when the notice is effective under ORS 65.034 unless the
notice specifies a future effective date. [1989 c.1010 §78]
65.334 Vacancy on board.
(1) Unless the articles or bylaws provide otherwise, and except as provided in
subsections (2) and (3) of this section, if a vacancy occurs on a board of
directors, including a vacancy resulting from an increase in the number of
directors:
(a)
The members entitled to vote for directors, if any, may fill the vacancy. If
the vacant office was held by a director elected by a class, chapter or other
organizational unit or by region or other geographic grouping, only members of
the class, chapter, unit or grouping are entitled to vote to fill the vacancy
if it is filled by the members;
(b)
The board of directors may fill the vacancy; or
(c)
If the directors remaining in office constitute fewer than a quorum of the
board of directors, they may fill the vacancy by the affirmative vote of a majority
of all the directors remaining in office.
(2)
Unless the articles or bylaws provide otherwise, if a vacant office was held by
an appointed director, only the person who appointed the director may fill the
vacancy.
(3)
If a vacant office was held by a designated director, the vacancy shall be
filled as provided in the articles or bylaws. In the absence of an applicable
article or bylaw provision, the vacancy may not be filled by the board.
(4)
A vacancy that will occur at a specific later date, by reason of a resignation
effective at a later date under ORS 65.321 (2) or otherwise, may be filled
before the vacancy occurs but the new director may not take office until the
vacancy occurs. [1989 c.1010 §80]
65.335 Compensation of directors.
Unless the articles or bylaws provide otherwise, the board of directors may fix
the compensation of directors. [1989 c.1010 §81]
(Meetings and Action of Board)
65.337 Regular and special meetings.
(1) If the time and place of a director’s meeting is fixed by the bylaws or is
regularly scheduled by the board of directors, the meeting is a regular
meeting. All other meetings are special meetings.
(2)
The board of directors may hold regular or special meetings in or out of this
state.
(3)
Unless the articles or bylaws provide otherwise, the board of directors may
permit any or all directors to participate in a regular or special meeting by,
or conduct the meeting through, use of any means of communication by which
either of the following occurs:
(a)
All directors participating may simultaneously hear or read each other’s
communications during the meeting; or
(b)
All communications during the meeting are immediately transmitted to each
participating director, and each participating director is able to immediately
send messages to all other participating directors.
(4)
If a meeting is conducted through the use of any means described in subsection
(3) of this section:
(a)
All participating directors shall be informed that a meeting is taking place at
which official business may be transacted; and
(b)
A director participating in the meeting by this means is deemed to be present
in person at the meeting. [1989 c.1010 §82; 2005 c.161 §1]
65.341 Action without meeting.
(1) As used in this section:
(a)
“Electronic” has the meaning given that term in ORS 84.004.
(b)
“Electronic signature” has the meaning given that term in ORS 84.004.
(c)
“Sign” includes an electronic signature.