justicedao/ipfs_state_laws huggingface dataset:
ORS Chapter 65 — Nonprofit Corporations

ORS 65.357. General standards for directors. (1) A director shall discharge the duties of a director, including the directors duties as a member of a committee: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the director reasonably believes to be in the best interests of the corporation. (2) In discharging the duties of a director, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the persons professional or expert competence; (c) A committee of the board of directors of which the director is not a member, as to matters within the committees jurisdiction, if the director reasonably believes the committee merits confidence; or (d) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented. (3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted. (4) A director is not liable to the corporation, any member or any other person for any action taken or not taken as a director, if the director acted in compliance with this section. The liability of a director for monetary damages to the corporation and the corporations members may be eliminated or limited in the corporations articles of incorporation to the extent provided in ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.364. Loans to or guarantees for directors and officers. (1) A public benefit corporation or religious corporation may not make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer of the corporation, except as stated in this section. Unless prohibited by the corporations articles of incorporation or bylaws, a public benefit corporation or religious corporation may make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer as part of a recruitment package, for a total period not to exceed three years, provided that: (a) Approval of the loan, guarantee or modification is obtained in the manner provided in ORS 65.361 (2) and (5) for approval of issues involving director conflicts of interest; (b) Notice of the loan, guarantee or modification is given to the members of the public benefit corporation or religious corporation in the manner provided in ORS 65.784 for notice of certain acts of indemnification; and (c) Twenty or more days before the loan, guarantee or modification is to become binding on the public benefit corporation or religious corporation, written notice has been given to the Attorney General of the proposed recruitment package for the director or officer, including identification of the amount and character of all items of compensation and a separate statement of the amount and terms of any such loan, guarantee or modification. (2) A mutual benefit corporation may not lend money to or guarantee the obligation of a director of the mutual benefit corporation unless: (a) The particular loan or guarantee is approved by a majority of the votes of members entitled to vote, excluding the votes of members under the control of the benefited director; or (b) The mutual benefit corporations board of directors determines that the loan or guarantee benefits the mutual benefit corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees. (3) The fact that a loan or guarantee is made in violation of this section does not affect the borrowers liability on the loan.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter. (2) A director held liable for an unlawful distribution under subsection (1) of this section is entitled to contribution: (a) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in ORS 65.357; and (b) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter or the articles of incorporation.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.369. Liability of qualified directors. (1) The civil liability of a qualified director for the performance or nonperformance of the directors duties shall be limited to gross negligence or intentional misconduct. (2) This section does not affect the civil liability of the entity which a qualified director serves. (3) For the purposes of this section, qualified director means a person who serves without compensation for personal services as: (a) A member of a board or commission of the state or a governmental subdivision for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of the board or commission but, notwithstanding ORS 30.265 (5), the entity is not thereby rendered immune from liability; (b) An officer, director or member of an executive board for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of a nonprofit corporation, unincorporated association or nonprofit cooperative corporation that has as its primary purpose: (A) Religion; (B) Charity; (C) Benevolence; (D) Providing goods or services at no charge to the general public; (E) Education; (F) Scientific activity; (G) Medical or hospital services at reduced costs; or (H) Engaging in activities of the nature specified in section 501 of the Internal Revenue Code of 1986, as amended; (c) A director for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of an organization which acts as an advocate for its members and which has as its members individuals or organizations that are: (A) Members of a particular trade or industry; or (B) Members of the business community of a particular municipality or area of the state; or (d) An officer, director or member of an executive board for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of a nonprofit corporation, unincorporated association or nonprofit cooperative corporation composed of owners or lessees of units or interests in any condominium submitted to the provisions of ORS 100.005 to 100.627, any planned community as defined in ORS 94.550, any timeshare property as defined in ORS 94.803, any residential cooperative community or any other residential or commercial common interest real estate community. (4) An otherwise qualified director shall not be considered to be compensated for personal services if the director receives payment only for actual expenses incurred in attending meetings or performing a directors duties or receives a stipend which is paid only to compensate the director for average expenses incurred over the course of a year. [1989 c.1010 92,92a; 1991 c.64 4; 1991 c.81 1; 1991 c.231 5; 1999 c.677 64; 2011 c.270 2] (Officers)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.371. Required officers. (1) A corporation must have a president, a secretary, a treasurer and such other officers as are elected or appointed by the board of directors or by any other person as the articles of incorporation or bylaws may authorize, provided that the articles of incorporation or bylaws may designate other titles in lieu of president, secretary and treasurer. (2) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the board of directors meetings and membership meetings and for authenticating records of the corporation. (3)(a) Except as provided in paragraph (b) of this subsection, the same individual may simultaneously hold more than one office in a corporation and an officer may be, but need not be, a member of the board of directors. (b) The same individual may not serve simultaneously as the president, secretary and treasurer of a public benefit corporation.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 and authority prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.377. Standards of conduct for officers. (1) An officer shall discharge the officers duties: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the officer reasonably believes to be in the best interests of the corporation. (2) In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (a) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; (b) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the persons professional or expert competence; or (c) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented. (3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted. (4) An officer is not liable to the corporation, any member or other person for any action taken or not taken as an officer if the officer acted in compliance with this section. The liability of the officer for monetary damages to the corporation and the corporations members may be eliminated or limited in the corporations articles of incorporation to the extent provided in ORS 65.047 (2)(c).
ORS Chapter 65 — Nonprofit Corporations

ORS 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 65.034 unless the notice specifies a later effective date. If a resignation specifies a later effective date and the corporation accepts the later effective date, the corporations board of directors or any other person authorized under the articles of incorporation or bylaws may fill the pending vacancy before the effective date if the board or any other person provides that the successor does not take office until the effective date. (2) A board of directors or any other person authorized under the articles of incorporation or bylaws to elect or appoint an officer may remove any officer the board or any other person is entitled to elect or appoint, at any time with or without cause. (3) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.
ORS Chapter 65 — Nonprofit Corporations

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, if any, of the corporation or the officer. [1989 c.1010 97] (Indemnification)
ORS Chapter 65 — Nonprofit Corporations

ORS 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 in which the predecessors existence ceased upon consummation of the transaction. (2) Director means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporations request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the corporations request if the directors duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. Director includes, unless the context requires otherwise, the estate or personal representative of a director. (3) Expenses include attorney fees. (4) Liability means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding. (5) Officer means an individual who is or was an officer of a corporation or an individual who, while an officer of a corporation, is or was serving at the corporations request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. An officer is considered to be serving an employee benefit plan at the corporations request if the officers duties to the corporation also impose duties on or include services by the officer to the employee benefit plan or to participants in or beneficiaries of the plan. Officer includes, unless the context requires otherwise, the estate or personal representative of an officer. (6) Party includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. (7) Proceeding means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative and whether formal or informal.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.391. Authority to indemnify. (1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if: (a) The conduct of the individual was in good faith; (b) The individual reasonably believed that the individuals conduct was in the best interests of the corporation, or at least was not opposed to the corporations best interests; and (c) In the case of a criminal proceeding, the individual did not have reasonable cause to believe the conduct of the individual was unlawful. (2) A directors conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (1)(b) of this section. (3) Terminating a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or the equivalent of nolo contendere does not, of itself, determine that the director did not meet the standard of conduct described in this section. (4) A corporation may not indemnify a director under this section in connection with: (a) A proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) A proceeding that charged the director with and adjudged the director liable for improperly receiving a personal benefit. (5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. (6)(a) A corporation that provides indemnification to a director in accordance with the corporations articles of incorporation or bylaws may not amend the articles of incorporation or bylaws so as to eliminate or impair the directors right to indemnification after an act or omission occurs that subjects the director to a proceeding or to liability for which the director seeks indemnification under the terms of the articles of incorporation or bylaws. (b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a directors right to indemnification if at the time the act or omission occurred the corporations articles of incorporation or bylaws explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 of any proceeding to which the director was a party because of being a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 final disposition of the proceeding if: (a) The director furnishes the corporation a written affirmation of the directors good faith belief that the director has met the standard of conduct described in ORS 65.391; and (b) The director furnishes the corporation a written undertaking, executed personally or on the directors behalf, to repay the advance if the director is ultimately determined not to have met the standard of conduct. (2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. (3) An authorization of payments under this section may be made by provision in the articles of incorporation or bylaws, by a resolution of the members or board of directors or by contract. (4)(a) A corporation that authorizes payments in accordance with subsection (3) of this section may not amend or rescind the articles of incorporation, bylaws or resolution that authorizes the payments so as to eliminate or impair a directors right to payments after an act or omission occurs that subjects the director to a proceeding for which the director seeks payment. (b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a directors right to payments if at the time the act or omission occurred the corporations articles of incorporation, bylaws or resolution explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.401. Court-ordered indemnification. Unless the corporations articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines: (1) The director is entitled to mandatory indemnification under ORS 65.394, in which case the court shall also order the corporation to pay the directors reasonable expenses incurred to obtain court-ordered indemnification; or (2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in ORS 65.391 (1) or was adjudged liable as described in ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 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 of the director is permissible in the circumstances because the director has met the standard of conduct set forth in ORS 65.391. (2) A determination that indemnification of a director is permissible shall be made: (a) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (b) If a quorum cannot be obtained under paragraph (a) of this subsection, by a majority vote of a committee duly designated by the board of directors, consisting solely of two or more directors not at the time parties to the proceeding; (c) By special legal counsel selected by the board of directors or its committee in the manner prescribed in paragraph (a) or (b) of this subsection or, if a quorum of the board cannot be obtained under paragraph (a) of this subsection and a committee cannot be designated under paragraph (b) of this subsection, the special legal counsel shall be selected by majority vote of the full board of directors including directors who are parties to the proceeding; or (d) By the members of a mutual benefit corporation, but directors who are at the time parties to the proceeding may not vote on the determination. (3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (2)(c) of this section to select counsel. (4) A director of a public benefit corporation may not be indemnified until 20 days after the effective date of written notice to the Attorney General of the proposed indemnification.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.407. Indemnification of officers, employees and agents. Unless a corporations articles of incorporation provide otherwise: (1) An officer of the corporation is entitled to mandatory indemnification under ORS 65.394, and is entitled to apply for court-ordered indemnification under ORS 65.401 in each case, to the same extent as a director under ORS 65.394 and
ORS Chapter 65 — Nonprofit Corporations

ORS 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 a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The corporation may purchase and maintain the insurance even if the corporation has no power to indemnify the individual against the same liability under ORS 65.391 or 65.394.