onecle - legal research

Court Opinions

State Laws

US Code

US Constitution

Oregon Statutes - Chapter 65 - Nonprofit Corporations

Legal Research Home >

  • 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...
  • 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...
  • 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...
  • 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...
  • 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)...
  • 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...
  • 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...
  • 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,...
  • 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...
  • 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...
  • 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....
  • 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,...
  • 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...
  • 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,...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 65.097   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...
  • 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...
  • 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)...
  • 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...
  • 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...
  • 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]...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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,...
  • 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...
  • 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...
  • 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,...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 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...
  • 65.344   Call and notice of meetings.
    (1) Unless the articles, bylaws or this chapter provide otherwise, regular meetings of the board may be held without notice of the date, time, place...
  • 65.347   Waiver of notice.
    (1) A director may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. Except as provided in subsection...
  • 65.351   Quorum and voting.
    (1) Unless the articles of incorporation or bylaws require a greater number or a lesser number as authorized under subsection (2) of this section, a...
  • 65.354   Committees.
    (1) Unless the articles or bylaws provide otherwise, a board of directors may create one or more committees of the board of directors which exercise...
  • 65.357   General standards for directors.
    (1) A director shall discharge the duties of a director, including the director’s duties as a member of a committee: (a) In good faith; (b)...
  • 65.361   Director conflict of interest.
    (1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest....
  • 65.364   Loans to or guarantees for directors and officers.
    (1) Public benefit and religious corporations may not make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the...
  • 65.367   Liability for unlawful distributions.
    (1) Unless a director complies with the applicable standards of conduct described in ORS 65.357, a director who votes for or assents to a distribution...
  • 65.369   Liability of qualified directors.
    (1) The civil liability of a qualified director for the performance or nonperformance of the director’s duties shall be limited to gross negligence or intentional...
  • 65.371   Required officers.
    (1) A corporation shall have a president, a secretary and such other officers as are elected or appointed by the board or by any other...
  • 65.374   Duties and authority of officers.
    Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties...
  • 65.377   Standards of conduct for officers.
    (1) An officer shall discharge the officer’s duties: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would...
  • 65.381   Resignation and removal of officers.
    (1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective under ORS...
  • 65.384   Contract rights of officers.
    (1) The appointment of an officer does not itself create contract rights. (2) Removal or resignation of an officer does not affect the contract rights,...
  • 65.387   Definitions for ORS 65.387 to 65.414.
    As used in ORS 65.387 to 65.414: (1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction...
  • 65.391   Authority to indemnify.
    (1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual made a party to a proceeding because the individual...
  • 65.394   Mandatory indemnification.
    Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense...
  • 65.397   Advance for expenses.
    (1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of...
  • 65.401   Court-ordered indemnification.
    Unless the corporation’s articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to...
  • 65.404   Determination and authorization of indemnification.
    (1) A corporation may not indemnify a director under ORS 65.391 unless authorized in the specific case after a determination has been made that indemnification...
  • 65.407   Indemnification of officers, employees and agents.
    Unless a corporation’s articles of incorporation provide otherwise: (1) An officer of the corporation is entitled to mandatory indemnification under ORS 65.394, and is entitled...
  • 65.411   Insurance.
    A corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was...
  • 65.414   Application of ORS 65.387 to 65.411.
    (1) The indemnification and provisions for advancement of expenses provided by ORS 65.387 to 65.411 shall not be deemed exclusive of any other rights to...
  • 65.431   Authority.
    (1) A corporation may amend its articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as...
  • 65.434   Amendment by directors.
    (1) Unless the articles provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles without member approval: (a)...
  • 65.437   Amendment by board of directors and members.
    (1) Unless this chapter, the articles, bylaws, the members, acting pursuant to subsection (2) of this section, or the board of directors acting pursuant to...
  • 65.441   Class voting by members on amendments.
    (1) In a public benefit corporation the members of a class entitled to vote on articles are entitled to vote as a class on a...
  • 65.447   Articles of amendment.
    A corporation amending its articles shall deliver for filing to the Office of the Secretary of State articles of amendment setting forth: (1) The name...
  • 65.451   Restated articles of incorporation.
    (1) A corporation’s board of directors may restate its articles of incorporation at any time with or without approval by the members entitled to vote...
  • 65.454   Amendment pursuant to court order.
    (1) A corporation’s articles may be amended without board approval or approval by the members entitled to vote on articles, or approval required pursuant to...
  • 65.457   Effect of amendment and restatement.
    An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which...
  • 65.461   Amendment by directors.
    Unless otherwise provided in its articles or bylaws, a corporation with no members with the power to vote on bylaws shall amend its bylaws as...
  • 65.464   Amendment by directors and members.
    (1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless: (a) The articles of incorporation or this chapter reserve this power...
  • 65.467   Approval by third persons.
    The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the...
  • 65.481   Approval of plan of merger.
    (1) Subject to the limitations set forth in ORS 65.484, one or more nonprofit corporations may merge with a business or nonprofit corporation, if the...
  • 65.484   Limitations on mergers by public benefit or religious corporations.
    (1) Without the prior written consent of the Attorney General or the prior approval of the circuit court of the county where the corporation’s principal...
  • 65.487   Action on plan by board, members and third persons.
    (1) Unless this chapter, the articles, bylaws or the board of directors or members, acting pursuant to subsection (3) of this section, require a greater...
  • 65.491   Articles of merger.
    (1) After a plan of merger is approved by the board of directors of each merging corporation and, if required by ORS 65.487, by the...
  • 65.494   Effect of merger.
    When a merger takes effect: (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation...
  • 65.497   Merger with foreign corporation.
    (1) Except as provided in ORS 65.484, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:...
  • 65.501   Effect of merger on bequests, devises and gifts.
    Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance, which is made to a constituent...
  • 65.504   Merger with business corporation.
    Any domestic business corporation which is a party to a merger with a nonprofit corporation pursuant to this chapter shall comply with all applicable requirements...
  • 65.531   Sale of assets in regular course of activities; mortgage of assets.
    (1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (a) Sell, lease, exchange or otherwise...
  • 65.534   Sale of assets other than in regular course of activities.
    (1) A corporation may sell, lease, exchange or otherwise dispose of all or substantially all of its property, with or without the goodwill, other than...
  • 65.551   Prohibited distributions.
    Except as authorized by ORS 65.554, a corporation shall not make any distributions. [1989 c.1010 §128]
  • 65.554   Authorized distributions.
    Unless prohibited by its articles or bylaws: (1) A mutual benefit corporation may purchase its memberships and, under the circumstances indicated in ORS 65.147 and...
  • 65.621   Dissolution by incorporators.
    (1) A majority of the incorporators of a corporation that has no members and that does not yet have initial directors may, subject to any...
  • 65.624   Dissolution by directors, members and third persons.
    (1) Unless this chapter, the articles, bylaws or the board of directors or members, acting pursuant to subsection (3) of this section, require a greater...
  • 65.627   Notices to Attorney General.
    (1) A public benefit or religious corporation shall give the Attorney General written notice that it intends to dissolve at or before the time it...
  • 65.631   Articles of dissolution.
    (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Office of the Secretary of State for filing, articles...
  • 65.634   Revocation of dissolution.
    (1) A corporation may revoke its dissolution within 120 days of its effective date. (2) Revocation of dissolution must be authorized in the same manner...
  • 65.637   Effect of dissolution.
    (1) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs,...
  • 65.641   Known claims against dissolved corporation.
    (1) A corporation electing to dispose of known claims pursuant to this section shall notify its known claimants in writing of the dissolution at any...
  • 65.644   Unknown claims against dissolved corporation.
    (1) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the...
  • 65.647   Grounds for administrative dissolution.
    The Secretary of State may commence a proceeding under ORS 65.651 to administratively dissolve a corporation if: (1) The corporation does not pay when due...
  • 65.651   Procedure for and effect of administrative dissolution.
    (1) If the Secretary of State determines that one or more grounds exist under ORS 65.647 for dissolving a corporation, the Secretary of State shall...
  • 65.654   Reinstatement following administrative dissolution.
    (1) A corporation administratively dissolved under ORS 65.651 may apply to the Secretary of State for reinstatement within five years from the date of dissolution....
  • 65.657   Appeal from denial of reinstatement.
    (1) If the Secretary of State denies a corporation’s application for reinstatement following administrative dissolution, the Secretary of State shall give written notice to the...
  • 65.661   Grounds for judicial dissolution.
    (1) The circuit courts may dissolve a corporation: (a) In a proceeding by the Attorney General if it is established that: (A) The corporation obtained...
  • 65.664   Procedure for judicial dissolution.
    (1) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County. Venue for a proceeding brought by any other...
  • 65.667   Receivership or custodianship.
    (1) A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind...
  • 65.671   Judgment of dissolution.
    (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 65.661 exist, it may enter a...
  • 65.674   Deposit with Department of State Lands.
    Assets of a dissolved corporation which should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is...
  • 65.701   Authority to transact business required.
    (1) A foreign corporation may not transact business in this state until it has been authorized to do so by the Secretary of State. (2)...
  • 65.704   Consequences of transacting business without authority.
    (1) A foreign corporation transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in...
  • 65.707   Application for authority to transact business.
    (1) A foreign corporation may apply for authority to transact business in this state by delivering an application to the Office of the Secretary of...
  • 65.711   Amendment to application for authority.
    (1) A foreign corporation authorized to transact business in this state shall deliver an amendment to the application for authority to transact business in this...
  • 65.714   Effect of authority.
    (1) A foreign corporation authorized to transact business in this state has the same but no greater rights and enjoys the same but no greater...
  • 65.717   Corporate name of foreign corporation.
    (1) Except as provided in subsection (2) of this section, the Secretary of State shall not authorize a foreign corporation to transact business in this...
  • 65.721   Registered office and registered agent of foreign corporation.
    Each foreign corporation authorized to transact business in this state shall continuously maintain in this state both: (1) A registered agent, who shall be: (a)...
  • 65.724   Change of registered office or registered agent of foreign corporation.
    (1) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Office of...
  • 65.727   Resignation of registered agent of foreign corporation.
    (1) The registered agent of a foreign corporation may resign as agent by delivering a signed statement of resignation to the Office of the Secretary...
  • 65.731   Service on foreign corporation.
    The provisions of ORS 60.731, relating to service on foreign corporations, shall apply to foreign nonprofit corporations, except that for the purpose of this section...
  • 65.734   Withdrawal of foreign corporation.
    (1) A foreign corporation authorized to transact business in this state may apply to the Office of the Secretary of State to withdraw from this...
  • 65.737   Grounds for administrative revocation.
    The Secretary of State may commence a proceeding under ORS 65.741 to revoke the authority of a foreign corporation to transact business in this state...
  • 65.741   Procedure for and effect of administrative revocation.
    (1) If the Secretary of State determines that one or more grounds exist under ORS 65.737 for revocation of authority of a foreign corporation to...
  • 65.744   Appeal from administrative revocation.
    In addition to any other legal remedy which may be available, a foreign corporation shall have the right to appeal the Secretary of State’s revocation...
  • 65.747   Reinstatement following administrative revocation.
    (1) A foreign corporation which has had its authority revoked under ORS 65.737 may apply to the Secretary of State for reinstatement within five years...
  • 65.751   Grounds for judicial revocation.
    (1) The circuit courts may revoke the authority of a foreign corporation to transact business in this state: (a) In a proceeding by the Attorney...
  • 65.754   Procedure for judicial revocation of authority.
    (1) Venue for a proceeding by the Attorney General to revoke a foreign corporation’s authority lies in Marion County. Venue for a proceeding brought by...
  • 65.757   Judgment of revocation.
    (1) If after a hearing the court determines that one or more grounds for judicial revocation of authority described in ORS 65.751 exists, it may...
  • 65.771   Corporate records.
    (1) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all corporate action...
  • 65.774   Inspection of records by members.
    (1) Subject to subsection (5) of this section and ORS 65.777 (3), a member is entitled to inspect and copy, at a reasonable time and...
  • 65.777   Scope of inspection right.
    (1) A member’s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (2) The right to...
  • 65.781   Court-ordered inspection; attorney fees.
    (1) If a corporation does not allow a member who complies with ORS 65.774 (1) to inspect and copy any records required by ORS 65.774...
  • 65.782   Limitations on use of membership list.
    Without consent of the board, a membership list or any part of a membership list may not be obtained or used by any person for...
  • 65.784   Report to members and other persons of indemnification.
    If a corporation indemnifies or advances expenses to a director under ORS 65.391 to 65.401 in connection with a proceeding by or in the right...
  • 65.787   Annual report.
    (1) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall by its anniversary deliver to the Office of the...
  • 65.800   Definitions for ORS 65.803 to 65.815.
    For purposes of ORS 65.803 to 65.815: (1) “Hospital” means a hospital as defined in ORS 442.015 (19). (2) “Noncharitable entity” means any person or...
  • 65.803   Hospitals operated by nonprofit corporation; transfer of assets; approval by Attorney General.
    (1) Any public benefit or religious corporation that operates a hospital must provide written notice to, and obtain the written approval of, the Attorney General...
  • 65.805   Notice to Attorney General; fee; trade secrets.
    (1) The notice to the Attorney General required by ORS 65.803 must be accompanied by any application fee imposed under ORS 65.813 (3) and must...
  • 65.807   Public hearing; waiver; notice.
    (1) Before issuing a written decision under ORS 65.809, the Attorney General shall conduct a public hearing unless the Attorney General waives the requirement of...
  • 65.809   Time for Attorney General decision; nature of decision; appeal.
    (1) Within 60 days after receipt of the notice required by ORS 65.803, the Attorney General shall notify the public benefit or religious corporation in...
  • 65.811   Disapproval of proposed transfer of assets.
    The Attorney General shall approve any proposed transaction subject to ORS 65.803 unless the Attorney General finds any of the following: (1) The terms and...
  • 65.813   Consultants; cost; rules; fee.
    (1) Within the time periods specified in ORS 65.809, and for the purpose of evaluating the factors identified in ORS 65.811, the Attorney General may...
  • 65.815   Rules.
    The Attorney General may adopt such rules as are necessary to carry out the provisions of ORS 65.800 to 65.815. The Attorney General shall have...
  • 65.855   Lands of cemetery or crematory corporation; exemption from execution, taxation and condemnation.
    A nonprofit corporation organized and existing solely for the purposes of either owning and operating a cemetery or cremating dead bodies and burying and caring...
  • 65.860   Revenues; restrictions on uses of revenue.
    (1) A nonprofit corporation organized or existing solely for the purposes of either owning and operating a cemetery or cremating dead bodies and burying and...
  • 65.865   Selling land unsuited for burials.
    If in the board of directors’ opinion, any portion of the lands of a nonprofit corporation organized and existing solely for the purposes of either...
  • 65.870   Burial lots or space; use, exemption from taxation, execution and liens; lien for purchase price of gravestone.
    Burial lots or space for burial of incinerate remains in buildings or grounds sold by a nonprofit corporation organized and existing solely for the purposes...
  • 65.875   Recording plan; power to improve and regulate grounds.
    (1) As used in this section, “plan” means a document indicating the placement of lots or burial spaces, and of the niches or inurnment spaces...
  • 65.951   Short title.
    This chapter shall be known and may be cited as the Oregon Nonprofit Corporation Act. [1989 c.1010 §1; 1999 c.59 §16]
  • 65.954   Reservation of power to amend or repeal.
    All or part of this chapter may be amended, repealed or modified at any time and all domestic and foreign corporations subject to this chapter...
  • 65.957   Application to existing domestic corporations; exemptions.
    (1) This chapter applies to all domestic corporations in existence on October 3, 1989, that were incorporated under any general statute of this state providing...
  • 65.959   Application to corporations relating to condominiums, planned communities or timeshare estates.
    For a corporation organized under this chapter and formed pursuant to ORS chapter 100 or subject to regulation under all or part of the provisions...
  • 65.961   Application to qualified foreign corporations.
    A foreign corporation authorized to engage in activities in this state on October 3, 1989, is subject to this chapter but is not required to...
  • 65.964   Saving provisions.
    (1) Except as provided in subsections (2), (3) and (4) of this section, the repeal of a statute by chapter 1010, Oregon Laws 1989, does...
  • 65.967   Severability.
    If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity...
  • 65.990   Penalty for signing false document.
    (1) A person commits the crime of falsely signing a document for filing if the person signs a document knowing it is false in any...
  • Speak with a Lawyer in Oregon

    Last modified: August 7, 2008