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

ORS 65.771. Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of the corporations members and board of directors, a record of all corporate action taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the corporation. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or the corporations agent shall maintain a record of the corporations members in a form that permits preparation of a list of the names and contact information of all members by class showing the number of votes each member may cast. (4) A corporation shall maintain the corporations records in written form or as documents in another form capable of conversion into written form within a reasonable time. (5) A corporation shall keep a copy of the following records for inspection: (a) The articles of incorporation that are currently in effect; (b) Bylaws or restated bylaws and all amendments to the bylaws that are currently in effect; (c) Resolutions adopted by the board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members of any class or category of members; (d) The minutes of all meetings of members and records of all actions approved by the members for the past three years; (e) Written communications required by this chapter and those regarding general membership matters made to members within the past three years; (f) A list of the names and other contact information for the corporations current directors and officers; (g) The last three annual financial statements, if any. The statements may be consolidated or combined statements of the corporation and one or more of the corporations subsidiaries or affiliates, as appropriate, including a balance sheet and statement of operations, if any, for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis; (h) The last three accountants reports if annual financial statements are reported upon by a public accountant; and (i) The most recent annual report delivered to the Secretary of State under ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.774. Inspection of records by members. (1) Subject to subsection (5) of this section and ORS 65.777 (3), a member may inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in ORS 65.771 (5) if the member gives the corporation written notice of the members demand at least five business days before the date on which the member wishes to inspect and copy. (2) Subject to subsection (5) of this section, a member may inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) of this section and gives the corporation written notice of the members demand at least five business days before the date on which the member wishes to inspect and copy: (a) Excerpts from any records required to be maintained under ORS 65.771 (1), to the extent not subject to inspection under subsection (1) of this section; (b) Accounting records of the corporation; and (c) Subject to ORS 65.782, the membership list. (3) A member may inspect and copy the records identified in subsection (2) of this section only if: (a) The members demand is made in good faith and for a proper purpose; (b) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and (c) The records are directly connected with this purpose. (4) This section does not affect: (a) The right of a member to inspect records under ORS 65.224 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or (b) The power of the court, independently of this chapter, to compel the production of corporate records for examination. (5)(a) The articles of incorporation or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record. (b) The articles of incorporation of a public benefit corporation organized primarily for political or social action, including but not limited to political or social advocacy, education, litigation or a combination thereof, may limit or abolish: (A) The right of a member to obtain from the public benefit corporation information as to the identity of contributors to the public benefit corporation; and (B) The right of a member or the members agent or attorney to inspect or copy the membership list if the public benefit corporation provides a reasonable means to mail communications to other members through the public benefit corporation at the expense of the member making the request.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.777. Scope of inspection right. (1) A members agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (2) The right to copy records under ORS 65.774 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. (3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records. (4) The corporation may comply with a members demand to inspect the record of members under ORS 65.774 (2)(c) by providing the member with a list of its members that was compiled no earlier than the date of the members demand.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 (1) to be available for inspection, the circuit court in the county where the corporations principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporations expense upon application of the member. (2) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with ORS 65.774 (2) and (3) may apply to the circuit court in the county where the corporations principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. (3) The court may award reasonable attorney fees to the prevailing party in an action under this section. (4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. (5) No order shall be issued under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless a different period is fixed by the court. The members request shall be set for hearing at the earliest possible time and shall take precedence over all matters, except matters of the same character and hearings on preliminary injunctions under ORCP 79 B(3).
ORS Chapter 65 — Nonprofit Corporations

ORS 65.782. Limitations on use of membership list. Without consent of the board of directors, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a members interest as a member. Without limiting the generality of this section, without the consent of the board of directors, a membership list or any part of a membership list may not be: (1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation; (2) Used for any commercial purpose; or (3) Sold or purchased by any person. [1989 c.1010 168; 2019 c.174 109] (Reports)
ORS Chapter 65 — Nonprofit Corporations

ORS 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 of the corporation, the corporation shall report the indemnification or advance in writing to: (1) The members with or before the notice of the next meeting of members; and (2) Any person having the right to designate or appoint the director no later than 90 days after the first indemnification or advance.
ORS Chapter 65 — Nonprofit Corporations

ORS 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. (2) Noncharitable entity means any person or entity that is not a public benefit or religious corporation and is not wholly owned or controlled by one or more public benefit or religious corporations.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 before closing any transaction to do either of the following: (a) Sell, transfer, lease, exchange, option, convey, merge or otherwise dispose of all or a significant portion of its hospital assets to a noncharitable entity or to an unrelated charitable entity. (b) Transfer control, responsibility or governance of a significant portion of the hospital assets or hospital operations of the public benefit or religious corporation to a noncharitable entity. (2) This section does not apply to a public benefit or religious corporation if any of the following apply: (a) The transaction is in the usual and regular course of the activities of the public benefit or religious corporation. (b) The public benefit or religious corporation has furnished the Attorney General with a detailed written statement describing the proposed transaction and requesting a written waiver of the requirements imposed by this section, and the Attorney General: (A) Has given the public benefit or religious corporation a written waiver of the requirements imposed by this section as to the proposed transaction; or (B) Has not made a written determination with regard to the request within 45 days after receiving the request. (c) The Attorney General, by rule, has excepted this kind of transaction. (3) The notice and approval required by ORS 65.800 to 65.815 are in addition to any other notice or approval required by this chapter or other applicable law. (4) Notice and approval is not required under ORS 65.800 to 65.815 if a political subdivision of the state controls the operation of the hospital. (5) Any person may make a written request to the Attorney General that the person be given notice of requests for approval received by the Attorney General under this section. The Attorney General shall maintain a mailing list of persons who have requested notification under this subsection and shall promptly mail a copy of any request for approval received under this section to the persons on the list. In addition, the Attorney General shall promptly mail a copy of any request for waiver received under subsection (2) of this section to the persons on the list upon receiving the request for waiver. The Attorney General may not grant a waiver under subsection (2) of this section until 14 days after the mailing required by this subsection.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 contain a detailed statement describing the proposed transaction along with any other information the Attorney General requires by rule. (2)(a) Upon a showing satisfactory to the Attorney General by a party to the proposed transaction, any material required to be submitted to the Attorney General under subsection (1) of this section is a trade secret under ORS 192.345. The Attorney General shall classify the material as confidential and the material shall not be disclosed except as provided in paragraph (b) of this subsection unless the Attorney General determines that the material is necessary to the determination of an issue being considered at a public hearing as provided in ORS 65.807. (b) To the extent that the material, or any portion thereof, would otherwise qualify as a trade secret under ORS 192.345, no action taken by the Attorney General, any authorized employee of the Department of Justice or any expert or consultant employed pursuant to ORS 65.813 in inspecting or reviewing such information shall affect its status as a trade secret.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 a hearing. If a hearing is held, the Attorney General shall provide at least 14 days notice of the time and place of the hearing in one or more newspapers of general circulation in the affected community and to the governing body of the county in which the hospital is located. (2) Before waiving a hearing under this section, the Attorney General must mail notice of the intended waiver of public hearing to all persons on the mailing list maintained by the Attorney General under ORS 65.803 (5). The Attorney General may not take further action on the request for approval until at least 14 days after the mailing of the notice required by this subsection.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 writing of the Attorney Generals decision on the proposed transaction. The Attorney General may extend this period for an additional 45 days if the extension is necessary to obtain information as provided in ORS 65.813 (1). The period may be extended beyond 105 days only with the agreement of all parties to the transaction. (2) The Attorney General may approve the transaction, give conditional approval to the transaction or decline to approve the transaction. If the Attorney General does not approve the proposed transaction, the Attorney General shall notify each party to the proposed transaction, in writing, specifying the reasons for the disapproval. (3) Any party to the proposed transaction, within 60 days after receipt of the Attorney Generals final order, may appeal the order as provided in ORS chapter 183. For purposes of the judicial review, the specifications required to be set forth in the written notice from the Attorney General shall be deemed the Attorney Generals findings of fact and conclusions of law.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.811. (a) Contract with, consult with or receive advice from any state agency pursuant to those terms and conditions that the Attorney General considers appropriate. (b) In the Attorney Generals sole discretion, contract with, consult with or receive advice from consultants to assist in the Attorney Generals review of the proposed transaction. The consultants shall be qualified and expert in the type of transactions under review. Before engaging any consultant, the Attorney General shall communicate with the parties to the proposed transaction regarding the engagement. (2) The cost of any contract authorized under subsection (1) of this section shall be no more than is reasonably necessary to conduct the Attorney Generals review and evaluation. Any contract entered into by the Attorney General under this section shall be exempt from the requirements of ORS chapters 279A and 279B, except ORS 279B.235. All contract costs incurred by the Attorney General under this section must be paid by the party to whom the transfer is to be made as described in ORS 65.803 (1). (3) The Attorney General, by rule, may impose an application fee for costs incurred in reviewing and evaluating the proposed transaction. The fee must be paid by the party to whom the transfer is to be made as described in ORS 65.803 (1).
ORS Chapter 65 — Nonprofit Corporations

ORS 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
ORS Chapter 65 — Nonprofit Corporations

ORS 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 the authority to ensure compliance with commitments that inure to the public interest.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.855. [Formerly 61.755; renumbered 97.660 in 2011]
ORS Chapter 65 — Nonprofit Corporations

ORS 65.865. [Formerly 61.765; renumbered 97.670 in 2011]
ORS Chapter 65 — Nonprofit Corporations

ORS 65.875. [Formerly 61.775; 1999 c.731 9; renumbered 97.680 in 2011] MISCELLANEOUS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.951. Short title. This chapter shall be known and may be cited as the Oregon Nonprofit Corporation Act.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 are governed by the amendment, repeal or modification.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 for incorporation of nonprofit corporations if power to amend or repeal the statute under which the corporation was incorporated was reserved. (2) Without limitation as to any other corporations that may be outside the scope of subsection (1) of this section, this chapter does not apply to the following: (a) The Oregon State Bar and the Oregon State Bar Professional Liability Fund created under ORS 9.005 to 9.757; (b) The State Accident Insurance Fund Corporation created under ORS chapter 656; (c) The Oregon Insurance Guaranty Association and the Oregon Life and Health Insurance Guaranty Association created under ORS chapter 734; and (d) The Oregon FAIR Plan Association created under ORS 735.045.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 of ORS 94.550 to 94.783 or under ORS 94.803 and 94.807 to 94.945: (1) A provision of this chapter that may be avoided by a corporation by a provision in the corporations articles of incorporation, bylaws or otherwise also may be avoided by a provision in the declaration, bylaws or other recorded governing document of a planned community or a condominium. (2) In the event of a conflict between the provisions of this chapter and: (a) The declaration and bylaws of a condominium and the provisions of ORS chapter 100, the declaration and bylaws and the provisions of ORS chapter 100 control. (b) The declaration, bylaws and other recorded governing documents of a planned community and the provisions of ORS 94.550 to 94.783, the declaration, bylaws and other governing documents and the provisions of ORS 94.550 to 94.783 control. (c) The recorded timeshare instrument of a timeshare plan and the provisions of ORS 94.803 and 94.807 to 94.945, the recorded timeshare instrument and the provisions of ORS 94.803 and 94.807 to 94.945 control.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 apply for new authority to engage in activities under this chapter.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 not affect: (a) The operation of the statute or any action taken under it before its repeal; (b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal; (c) Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or (d) Any proceeding, reorganization or dissolution commenced under the statute before its repeal. The proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed. (2) The provisions of ORS 65.387 to 65.414 shall apply to all indemnification made by a corporation after October 3, 1989, and all other actions regarding indemnification taken by or on behalf of a corporation or by a court after October 3, 1989, including all indemnification made and other actions taken after October 3, 1989, with respect to claims that arose or matters that occurred prior to October 3, 1989, or pursuant to any provisions of any articles of incorporation, bylaws, resolutions or agreements in effect prior to October 3, 1989. (3) If a penalty or punishment imposed for violation of a statute repealed by chapter 1010, Oregon Laws 1989, is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter. (4) This chapter shall apply to any amendment to a corporations articles of incorporation filed after October 3, 1989, even if member approval of such amendment occurred prior to October 3, 1989. (5) Except as specifically provided in this chapter, nothing in this chapter shall affect any powers the Attorney General may have under other statutes or common law.
ORS Chapter 65 — Nonprofit Corporations

ORS 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 does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. [1989 c.1010 175] PENALTIES
ORS Chapter 65 — Nonprofit Corporations

ORS 65.990. Penalty for signing false document. (1) A person commits the crime of signing a false document for filing if the person: (a) Knows the document is false in any material respect; and (b) Signs the document with an intent that the document be delivered to the Secretary of State for filing under this chapter. (2) Signing a false document for filing is a Class A misdemeanor.