ORS 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;

(c)

In a proceeding under ORS 65.664 (Procedure for judicial dissolution); or

(d)

In an action under ORS 65.281 (Judicial review of corporate action).

(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; 2019 c.325 §23]

Source: Section 65.084 — Challenge of corporate authority; remedy, https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html.

Notes of Decisions

Plaintiff may not bring claim against corporation based on contention that corporation lacked power to act because actions violated corporation’s articles of incorporation. Dischinger Orthodontics, PC v. Regence BlueCross BlueShield, 288 Or App 297, 405 P3d 164 (2017)

65.001
Definitions 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 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 65.031
Powers 65.034
Notice 65.036
Private foundations 65.038
Judicial relief 65.040
Notice to Attorney General 65.042
Religious corporations 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 65.074
Purposes 65.077
General powers 65.081
Emergency powers 65.084
Challenge of corporate authority 65.094
Corporate name 65.097
Reserved name 65.101
Registered name 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 65.131
Admission 65.134
Consideration 65.137
No requirement for members 65.144
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 65.164
Resignation 65.167
Termination, expulsion or suspension 65.171
Acquiring memberships 65.174
Derivative suits 65.177
Delegates 65.201
Annual and regular meetings 65.204
Special meeting 65.205
Participation in meeting by remote communication 65.207
Court-ordered meeting 65.211
Action without meeting 65.212
Members’ use of electronic mail or other electronic means to discuss issues or take action 65.214
Notice of meeting 65.217
Waiver of notice 65.221
Record date 65.222
Action by written ballot 65.224
Members’ list for meeting 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 65.254
Voting agreements 65.260
Definitions for ORS 65.260 to 65.281 65.263
Defective corporate action 65.266
Ratification by board of directors 65.269
Quorum 65.272
Notice of ratification by board of directors 65.275
Corrected corporate action 65.278
Articles of validation 65.281
Judicial review of corporate action 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 65.337
Regular and special meetings 65.341
Action without meeting 65.343
Board of directors’ use of electronic means to take action 65.344
Call and notice of meetings 65.347
Waiver of notice 65.351
Quorum and voting 65.354
Committees 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 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 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 65.431
Authority 65.434
Amendment by directors 65.437
Amendment by board of directors and members 65.439
Amendment of articles of incorporation of public benefit corporation 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 65.461
Amendment by directors 65.464
Amendment by directors and members 65.467
Approval by third persons 65.481
Approval of plan of merger 65.484
Limitations on mergers by public benefit or religious corporations 65.487
Action on plan of merger by board, members and third persons 65.491
Articles and plan of merger 65.494
Effect of merger 65.497
Merger with foreign corporation 65.504
Merger with business corporation 65.531
Sale of assets in regular course of activities 65.534
Sale of assets other than in regular course of activities 65.551
Prohibited distributions 65.554
Authorized distributions 65.621
Dissolution by incorporators 65.624
Dissolution by directors, members and third persons 65.627
Transfer or conveyance of assets as part of dissolution 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 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 65.661
Grounds for judicial dissolution 65.664
Procedure for judicial dissolution 65.667
Receivership or custodianship 65.671
Judgment of dissolution 65.674
Deposit with State Treasurer 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 65.734
Withdrawal of foreign corporation 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 65.751
Grounds for judicial revocation 65.754
Procedure for judicial revocation of authority 65.757
Judgment of revocation 65.771
Corporate records 65.774
Inspection of records by members 65.777
Scope of inspection right 65.781
Court-ordered inspection 65.782
Limitations on use of membership list 65.784
Report to members and other persons of indemnification 65.787
Annual report 65.800
Definitions for ORS 65.803 to 65.815 65.803
Hospitals operated by nonprofit corporation 65.805
Notice to Attorney General 65.807
Public hearing 65.809
Time for Attorney General decision 65.811
Disapproval of proposed transfer of assets 65.813
Consultants 65.815
Rules 65.951
Short title 65.954
Reservation of power to amend or repeal 65.957
Application to existing domestic corporations 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 65.990
Penalty for signing false document 65.992
Liability for certain actions in connection with operation of shell entity
Green check means up to date. Up to date

Current through early 2024

§ 65.084’s source at oregon​.gov