ORS Chapter 65 — Nonprofit Corporations

ORS 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 in which a corporations 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, in a proceeding in which the Attorney General has been given written notice, a public benefit corporation or religious corporation may merge only with: (a) A public benefit corporation or religious corporation; (b) A foreign corporation that would qualify under this chapter as a public benefit corporation or religious corporation; (c) A wholly owned foreign corporation or domestic business corporation or mutual benefit corporation, provided the public benefit corporation or religious corporation is the surviving corporation and continues to be a public benefit corporation or religious corporation after the merger; or (d) A foreign corporation or domestic business corporation or mutual benefit corporation, provided that: (A) On or before the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or religious corporation or the fair market value of the public benefit corporation or religious corporation if the public benefit corporation or religious corporation were to be operated as a business concern are transferred or conveyed to one or more persons that would have received the assets of the public benefit corporation or religious corporation under ORS 65.637 (1)(e) and (f) had the public benefit corporation or religious corporation dissolved; (B) The public benefit corporation or religious corporation shall return, transfer or convey any assets the public benefit corporation or religious corporation holds upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (C) The merger is approved by a majority of directors of the public benefit corporation or religious corporation who are not and will not become members or shareholders in, or officers, employees, agents or consultants of, the surviving corporation. (2) The public benefit corporation or religious corporation must deliver notice and a copy of the proposed plan of merger to the Attorney General at least 20 days before the public benefit corporation or religious corporation files articles of merger. (3) Without the prior written consent of the Attorney General or the prior approval of the court specified in subsection (1) of this section in a proceeding in which the Attorney General has been given written notice, a member of a public benefit corporation or religious corporation may not receive or keep anything as a result of a merger other than a membership in the surviving public benefit corporation or religious corporation. Approval or consent that is required by this section must be given if the transaction is consistent with the purposes of the public benefit corporation or religious corporation or is otherwise in the public interest.