ORS Chapter 65 — Nonprofit Corporations

ORS 65.001. Definitions. As used in this chapter: (1)(a) Anniversary means, except as provided in paragraph (b) of this subsection, the day each year that is exactly one or more years after the date on which the Secretary of State files: (A) The articles of incorporation for a domestic corporation; or (B) An application for authority to transact business for a foreign corporation. (b) Anniversary means February 28 if an event occurs that would otherwise cause an anniversary to fall on February 29. (2) Appointed director means a director who is appointed by a person other than the board of directors. (3) Approved by the members or approval by the members means approved or ratified by members entitled to vote on an issue through either: (a) The affirmative vote of a majority of the votes of the members represented and voting at a duly held meeting at which a quorum is present or the affirmative vote of a greater proportion including the votes of any required proportion of the members of any class as the articles of incorporation, 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. (4) Articles of incorporation means the articles of incorporation described in ORS 65.047 and corrected, amended and restated articles of incorporation. (5) Articles of merger means the articles of merger described in ORS 65.491 and corrected, amended and restated articles of merger. (6) Board of directors means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals. (7) Bylaws means a set of provisions for managing and regulating a corporations affairs that the corporation must adopt under ORS 65.061. (8) Class means a group of memberships that have the same rights, including rights that are determined by a formula that is applied uniformly, with respect to voting, dissolution, redemption and transfer. (9) Contact information means a street address, a mailing address or an electronic address at which a member or director elects to receive notices and other messages from the corporation. (10) Corporation means a domestic corporation or a foreign corporation. (11) Delegate means a person who is elected or appointed to vote in a representative assembly for electing a director or directors or on other matters. (12) Deliver means to transfer by any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. (13) Designated director means a director that the articles of incorporation or the bylaws designate as a director in a manner that identifies a specific individual or a group of individuals. (14) Director means an individual who acts as a member of the board of directors, who has a right to vote on questions concerning the management and regulation of a corporations affairs and who is: (a) An appointed director; (b) A designated director; or (c) A director elected by the incorporators, directors or members. (15) Distribution means a payment to a person from the income or assets of a corporation, other than a payment of reasonable value to a person for property received or services performed or a payment that furthers the corporations purposes. (16) Document means: (a) A medium that embodies information in tangible form, including any writing or written instrument; or (b) An electronic medium that embodies information that a person may retain, retrieve and reproduce, in tangible form or otherwise. (17) Domestic business corporation means a for profit corporation that is incorporated under ORS chapter 60. (18) 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. (19) Domestic limited liability company means an unincorporated association that has one or more members and that is organized under ORS chapter 63. (20) Domestic professional corporation means a corporation that is organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58. (21) Employee means an individual that a corporation employs, including an officer or director whom the corporation employs with compensation for services beyond the services of board membership. (22) Entity means a domestic corporation, foreign corporation, business corporation and foreign business corporation, profit and nonprofit unincorporated association, corporation sole, business trust, partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign government. (23) Foreign business corporation means a for profit corporation that is incorporated under laws other than the laws of the state. (24) Foreign corporation means a corporation that is organized under laws other than the laws of the state and that would be a nonprofit corporation if organized under the laws of the state. (25) Foreign limited liability company means an unincorporated association that is organized under laws other than the laws of the state and under a statute that permits an entity to organize and that affords to each of the entitys members limited liability with respect to liabilities of the entity. (26) Foreign professional corporation means a professional corporation that is organized under laws other than the laws of the state. (27) Gift instrument means a record, including a record of a solicitation, under which a corporation holds property or under which property is granted or transferred to the corporation. (28) Governmental subdivision means a unit of government, including an authority, county, district and municipality. (29) Individual means a natural person, including the guardian of an incompetent individual. (30)(a) Member means a person that is entitled, under a domestic corporations or foreign corporations articles of incorporation or bylaws, to exercise any of the rights described in ORS 65.144 without regard to whether the articles of incorporation or bylaws identify the person as a member or which other title or identity the domestic corporation or foreign corporation gives to the person. (b) Member does not include: (A) A person that does not have the rights described in ORS 65.144 or that has only one or more of the following rights: (i) Rights granted to a delegate; (ii) A right to designate or appoint a director or directors; (iii) Rights that a director has; (iv) A right to vote on only one occasion to elect a director or directors; or (v) Rights that a person has as a consequence of holding evidence of indebtedness the corporation has issued or will issue. (B) A person for which membership rights have been eliminated as provided in ORS