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 which 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 which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they 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 when it is either not practical to send such notices to the registered agent, or 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 its members, directors or officers, and does not include 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” does not include an officer or director who is not 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, estate, partnership, trust, two or more persons having a joint or common economic interest, any state, the United States 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 the laws of a state other than this state.
(21) “Foreign corporation” means a corporation organized under a law other than the law of this state which 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 the laws of a state other than this state, under the laws of a federally recognized Indian tribe or under the laws of a foreign country and that is organized under a statute under which an association may be formed that affords to each of its members limited liability with respect to liabilities of the entity.
(23) “Foreign professional corporation” means a professional corporation organized under the laws of a state other than 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 any person or persons entitled, pursuant to a domestic or foreign corporation’s articles or bylaws, without regard to what a 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 or members, as defined in this chapter, have pursuant to this chapter.
(30) “Mutual benefit corporation” means a domestic corporation which either 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, which shall be 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 which:
(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 it must distribute its assets to an organization organized for a public or charitable purpose, a religious corporation, the United States, a state or a person which 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 its 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 which 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 its agencies and governmental subdivisions.
(42) “Uncompensated officer” means an individual who serves in an office without compensation for personal service. Payment solely for actual expenses in performing duties of the officer or a stipend which is paid only to compensate the average expenses incurred over the course of a year shall not be deemed to be 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 which is contingent upon the happening of a condition or event which has not occurred at the time. Where 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]
(Filing Documents)Section: 65.001 65.004 65.007 65.011 65.014 65.016 65.017 65.021 65.024 65.027 65.031 65.034 65.036 65.038 65.040 Next
Last modified: August 7, 2008