ORS Chapter 65 — Nonprofit Corporations

ORS 65.038. Judicial relief. (1)(a) If a corporation asserts that calling or conducting a meeting of the corporations members, delegates or directors or otherwise obtaining consent from the members, delegates or directors in accordance with the corporations articles of incorporation or bylaws or in accordance with this chapter is impractical or impossible, or if the corporation cannot identify the corporations members or directors, a director, an officer, a delegate, a member or the Attorney General may petition for an order to call or conduct a meeting or an order to identify the corporations members or directors. The director, officer, delegate, member or the Attorney General shall submit the petition to the circuit court for the county in this state that the corporations last filed annual report, the articles of incorporation or an application for authority to transact business in this state identifies as the location of the corporations principal office. If the annual report, the articles of incorporation or the application does not identify the county in which the principal office is located, the director, officer, delegate, member or the Attorney General may petition for an order from the circuit court of Marion County or Multnomah County. (b) In an order under paragraph (a) of this subsection, the court may: (A) Direct the corporation to call a meeting and provide a written ballot or other form of obtaining the vote of members, delegates or directors in any manner that the court finds is fair and equitable under the circumstances; or (B) Determine who the members or directors of the corporation are or amend the articles of incorporation to state that the corporation does not have members. (2) The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles of incorporation, bylaws and this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. (3) An order that a court issues in accordance with this section may for good cause shown dispense with any requirement to hold a meeting or to obtain votes, including any requirement that the articles of incorporation, bylaws or this chapter might otherwise impose as to quorum or as to the number or percentage of votes needed to approve an act. (4) Whenever practical, a court in any order issued under this section shall limit the subject matter of meetings or other forms of consent judicially authorized to those items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing the corporations affairs without further resort to this section. An order issued under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets. (5) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of the order, is for all purposes a valid meeting or vote, as the case may be, and has the same force and effect as if the meeting or method of obtaining the vote complied with every requirement imposed by the articles of incorporation, bylaws and this chapter. [1989 c.1010 17; 2019 c.174 16] (Attorney General)