Chapter
65
Nonprofit Corporations
Sections
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
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