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

ORS 65.497. Merger with foreign corporation. (1) Except as provided in ORS 65.484, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if: (a) The merger is permitted by the law of the state or country under whose law each foreign business or nonprofit corporation is incorporated and each foreign business or nonprofit corporation complies with that law in effecting the merger; (b) The foreign business or nonprofit corporation complies with ORS 65.491 if it is the surviving corporation of the merger; and (c) Each domestic nonprofit corporation complies with the applicable provisions of ORS 65.481 to 65.487 and, if it is the surviving corporation of the merger, with ORS 65.491. (2) Upon the merger taking effect, a surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the Secretary of State as its agent for service of process in any proceeding brought against it.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.504. Merger with business corporation. Any domestic business corporation which is a party to a merger with a nonprofit corporation pursuant to this chapter shall comply with all applicable requirements of the Oregon Business Corporation Act relating to mergers except when inconsistent with this chapter. If a domestic business corporation is the survivor of a merger with a nonprofit corporation, following the merger it shall be subject to the Oregon Business Corporation Act. [1989 c.1010 125] SALE OF ASSETS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.531. Sale of assets in regular course of activities; mortgage of assets. (1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (a) Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or (b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities. (2) Unless required by the articles of incorporation, approval by the members or any other person of a transaction described in subsection (1) of this section is not required.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.551. Prohibited distributions. Except as authorized by ORS 65.554, a corporation shall not make any distributions.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.554. Authorized distributions. Unless prohibited by the corporations articles of incorporation or bylaws: (1) A mutual benefit corporation may purchase the mutual benefit corporations memberships and, under the circumstances indicated in ORS 65.147 and 65.171, a public benefit corporation or religious corporation may purchase the public benefit corporations or religious corporations memberships, if after the purchase is completed: (a) The corporation would be able to pay the corporations debts as they become due in the usual course of the corporations activities; and (b) The corporations total assets would at least equal the sum of the corporations total liabilities. (2) A corporation may make distributions upon dissolution in conformity with ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.621. Dissolution by incorporators. (1) A majority of the incorporators of a corporation that has no members and that does not yet have initial directors may, subject to any approval required by the corporations articles of incorporation or bylaws, dissolve the corporation by delivering articles of dissolution to the Secretary of State for filing. (2) The corporation shall give the incorporators notice equivalent to that specified in ORS 65.344 (2), of any meeting at which dissolution will be considered. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation. (3) The incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.624. Dissolution by directors, members and third persons. (1) Unless a corporations articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if the dissolution is approved: (a) By the board of directors; (b) By the members of a mutual benefit corporation entitled to vote on dissolution, if any, by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation; and (c) In writing, by any person or persons whose approval is required for an amendment of the articles of incorporation or bylaws, as authorized by ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.627. Transfer or conveyance of assets as part of dissolution; notice to Attorney General. (1) A public benefit corporation or religious corporation may not transfer or convey assets as part of a dissolution until 30 days after the public benefit corporation or religious corporation has notified the Attorney General in accordance with subsection (2) of this section or until the Attorney General in writing has consented to the transfer or conveyance or indicated that the Attorney General will not take action with respect to the transfer or conveyance, whichever is earlier. (2) A public benefit corporation or religious corporation shall give the Attorney General written notice that the public benefit corporation or religious corporation intends to dissolve at or before the time the public benefit corporation or religious corporation delivers articles of dissolution to the Secretary of State. The notice must include a copy or summary of the plan of dissolution. (3) After all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board of directors shall deliver to the Attorney General a list showing the persons to whom the assets were transferred or conveyed. The list must indicate the addresses of each person who received assets and indicate what assets each received.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.631. Articles of dissolution. (1) At any time after dissolution is authorized, a corporation may dissolve by delivering to the Secretary of State for filing, articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) A statement that dissolution was approved by a sufficient vote of the board of directors; (d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (e) If approval by members entitled to vote was required: (A) The designation and number of members of, and number of votes entitled to be cast by, each class entitled to vote separately on dissolution; and (B) The total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution; (f) If approval of dissolution by some person or persons other than the members entitled to vote on dissolution, the board or the incorporators is required pursuant to ORS 65.624 (1)(c), a statement that the approval was obtained; and (g) If the corporation is a public benefit corporation or religious corporation, that the notice to the Attorney General required by ORS 65.627 has been given. (2) A corporation is dissolved upon the effective date of the corporations articles of dissolution.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.634. Revocation of dissolution. (1) A corporation may revoke the corporations dissolution within 120 days after the effective date of the dissolution. (2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization of dissolution permits revocation by action of the board of directors alone. If the authorization of dissolution permits revocation by action of the board of directors alone, the board of directors may revoke the dissolution without action by the members or any other person. (3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing, articles of revocation of dissolution that set forth: (a) The name of the corporation; (b) The effective date of the dissolution that was revoked; (c) The date that the revocation of dissolution was authorized; (d) If the corporations board of directors or incorporators revoked the dissolution, a statement to that effect; (e) If the corporations board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (f) If member or third-person action was required to revoke the dissolution, the information required by ORS 65.631 (1)(e) and (f). (4) Unless a delayed effective date is specified, revocation of dissolution is effective when articles of revocation of dissolution are filed. (5) When the revocation of dissolution is effective, the revocation relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on the corporations activities as if dissolution had never occurred.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.637. Effect of dissolution. (1) A dissolved corporation continues the corporations corporate existence but may not carry on any activities except activities that are appropriate to wind up and liquidate the corporations affairs, including: (a) Preserving and protecting the corporations assets and minimizing the corporations liabilities; (b) Discharging or providing for discharging the corporations liabilities and obligations; (c) Disposing of the corporations properties that will not be distributed in kind; (d) Returning, transferring or conveying assets in accordance with a condition under which the corporation holds the assets subject to a requirement to return, transfer or convey the assets, if the condition occurs by reason of the dissolution; (e) Transferring, subject to any contractual or legal requirements, the corporations assets as provided in or authorized by the corporations articles of incorporation or bylaws; (f) If the corporation is a public benefit corporation or religious corporation, and the corporation has not provided in the corporations articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirement, the corporations assets to one or more persons described in ORS 65.001 (38)(b); (g) If the corporation is a mutual benefit corporation and the corporation has not provided in the corporations articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirements, the corporations assets to the corporations members or, if the corporation has no members, to those persons whom the corporation purports to benefit or serve; (h) Adopting a plan of merger; and (i) Doing other acts necessary to liquidate the corporations assets and wind up the corporations affairs. (2) Dissolution of a corporation does not: (a) Transfer title to the corporations property; (b) Subject the corporations directors or officers to standards of conduct different from the standards prescribed in ORS 65.301 to 65.414; (c) Change quorum or voting requirements for the corporations board of directors or members, change provisions for selection, resignation or removal of the corporations directors or officers, or both, or change provisions for amending the corporations bylaws; (d) Prevent commencement of a proceeding by or against the corporation in the corporations corporate name; (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (f) Terminate the authority of the registered agent of the corporation.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.641. Known claims against dissolved corporation. (1) A corporation electing to dispose of known claims pursuant to this section shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sent; (c) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (d) State that the claim will be barred if not received by the deadline. (2) A claim against the dissolved corporation is barred: (a) If a claimant who was given written notice under subsection (1) of this section does not deliver the claim to the dissolved corporation by the deadline; and (b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. (3) For purposes of this section, claim does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.644. Unknown claims against dissolved corporation. (1) A dissolved corporation may publish notice of the corporations dissolution and request that persons with claims against the corporation present the claims in accordance with the notice. (2) The dissolved corporation must publish the notice: (a) At least one time in a newspaper of general circulation in the county where the dissolved corporations principal office is located, or if the principal office is not in this state, where the dissolved corporations registered office is or was last located; or (b) On the dissolved corporations website or in another location where the dissolved corporation maintains an electronic presence, if the website or other location will remain accessible to the public for at least 30 days. (3) A notice that a dissolved corporation publishes under subsection (2) of this section must: (a) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (b) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice. (4) If the dissolved corporation publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the notice: (a) A claimant who did not receive written notice under ORS 65.641; (b) A claimant whose claim was sent in a timely manner to the dissolved corporation but not acted on; or (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (5) A claim may be enforced under this section: (a) Against the dissolved corporation, to the extent of the dissolved corporations undistributed assets; or (b) Against any person, other than a creditor of the dissolved corporation, to whom the dissolved corporation distributed the dissolved corporations property in liquidation subject to the following: (A) If the distributee received a pro rata share of a distribution, the distributees liability will not exceed the same pro rata share of the claim; and (B) The distributees total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee, less any liability of the dissolved corporation paid on behalf of the dissolved corporation by that distributee after the date of distribution. [1989 c.1010 137; 2019 c.174 94] (Administrative Dissolution)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.647. Grounds for administrative dissolution. The Secretary of State may commence a proceeding under ORS 65.651 to administratively dissolve a corporation if: (1) The corporation does not pay when due any fees imposed by this chapter; (2) The corporation does not deliver its annual report to the Secretary of State when due; (3) The corporation is without a registered agent or registered office in this state; (4) The corporation does not notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or (5) The corporations period of duration, if any, stated in its articles of incorporation expires.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.651. Procedure for and effect of administrative dissolution. (1) If the Secretary of State determines that one or more grounds exist under ORS 65.647 for dissolving a corporation, the Secretary of State shall give the corporation written notice of that determination. (2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolution does not exist, the Secretary of State shall administratively dissolve the corporation, and in the case of a public benefit corporation shall notify the Attorney General in writing. (3) A corporation administratively dissolved continues the corporations corporate existence but may not carry on any activities except those necessary or appropriate to wind up and liquidate the corporations affairs under ORS 65.637 and notify the corporations claimants under ORS 65.641 and 65.644. (4) The administrative dissolution of a corporation does not terminate the authority of the corporations registered agent.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.654. Reinstatement following administrative dissolution. (1) A corporation that the Secretary of State administratively dissolved under ORS 65.651 may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must: (a) State the name of the corporation and the effective date of the corporations administrative dissolution; and (b) State that the ground or grounds for dissolution either did not exist or have been eliminated. (2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct, and that the corporations name satisfies the requirements of ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.657. Appeal from denial of reinstatement. (1) If the Secretary of State denies a corporations application for reinstatement following administrative dissolution, the Secretary of State shall give written notice to the corporation that explains the reason or reasons for denial. (2) Such denial of reinstatement shall be reviewable pursuant to ORS 183.484 and shall not constitute a contested case order. [1989 c.1010 141] (Judicial Dissolution)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.664. Procedure for judicial dissolution. (1) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County, in Multnomah County or in the county where a corporations principal office is located or, if the principal office is not in this state, where the corporations registered office is or was last located. A party named in ORS 65.661, other than the Attorney General, must bring a proceeding to dissolve a corporation in the county where the corporations principal office is located or, if the principal office is not in this state, in the county where the corporations registered office is or was last located. (2) Directors or members are not necessary parties to a proceeding to dissolve a corporation unless relief is sought against a director or member individually. (3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the activities of the corporation until a full hearing can be held. (4) A person other than the Attorney General who brings a judicial dissolution proceeding for a public benefit corporation or religious corporation shall give immediate written notice of the proceeding to the Attorney General, who may intervene.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.667. Receivership or custodianship. (1) A court, at the Attorney Generals request or in a judicial proceeding brought to dissolve a public benefit corporation or mutual benefit corporation, may appoint one or more receivers or custodians to manage the affairs of the corporation or to wind up and liquidate the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of the corporations property wherever located. (2) The court may appoint as a receiver or custodian an individual, a domestic business corporation or foreign business corporation authorized to transact business in this state or a nonprofit corporation. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (3) The court shall describe the powers and duties of the receiver or custodian in the courts appointing order, which may be amended periodically. Among other powers: (a) The receiver: (A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court, provided, however, that the receivers power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and (B) May sue and defend in the receivers own name as receiver of the corporation in all courts of this state. (b) The custodian may exercise all of the powers of the corporation, through or in place of the corporations board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of the corporation and the corporations members and creditors. (4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interest of the corporation and the corporations members and creditors. (5) The court periodically during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receivers or custodians attorney from the assets of the corporation or proceeds from the sale of the assets. (6) If applicable under ORS 37.040, the Oregon Receivership Code controls over conflicting provisions of this section.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.671. Judgment of dissolution. (1) If after a hearing a court determines that one or more grounds for judicial dissolution described in ORS 65.661 exist, the court may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the Secretary of State for filing. (2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporations affairs in accordance with ORS 65.637 and the notification of claimants in accordance with ORS 65.641 and 65.644. [1989 c.1010 145; 2003 c.576 329; 2019 c.174 98] (Disposition of Assets)