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

ORS 65.067. Corporation sole. (1) Except as provided in subsection (5) of this section, an individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation sole under this section. A corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation soles incorporator or the successor of the incorporator. (2) The name of the corporation sole is the same as the office within the church or religious denomination that the incorporator holds, followed by the words and successors, a corporation sole. (3) Except to the extent that a provision of this chapter is not applicable to a corporation soles form of organization, all of the provisions of this chapter apply to a corporation sole. If the corporation sole has no officers, the director may perform any act that an officer may perform with the same effect and in the same manner as though one or more officers of the corporation sole performed the act. (4) If a corporation sole or the individual that constitutes the corporation sole is the only member of a religious corporation, the religious corporation need not hold an annual membership meeting under ORS 65.201 if the religious corporation is: (a) Incorporated under the provisions of this chapter; and (b) Of the same church or religious denomination as the corporation sole. (5) A corporation sole may not be formed, incorporated or reinstated in this state on or after June 8, 2015. A corporation sole that exists before June 8, 2015, may continue to operate as a corporation sole, subject to the provisions of this chapter, if the corporation sole remains active and was not dissolved. [1989 c.1010 27; 2013 c.139 1; 2015 c.278 1; 2023 c.299 1] PURPOSES AND POWERS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.074. Purposes. (1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. A person may not incorporate a corporation under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency. (2) A corporation that is subject to regulation under another statute of the state may not be incorporated under this chapter if the corporation must be organized under the other statute.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.077. General powers. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including, without limitation, power to: (1) Sue and be sued, complain and defend in its corporate name. (2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or reproducing it in any other manner. (3) Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation. (4) Purchase, take by gift, devise or bequest, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property or any interest in property, wherever located. (5) Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property. (6) Purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of and deal in or with shares or other interests in or obligations of any other entity. (7) Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income. (8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by ORS 65.364. (9) Be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity. (10) Conduct its activities, locate offices and exercise the powers granted by this chapter within or without this state. (11) Elect or appoint directors, officers, employees, and agents of the corporation, define their duties and fix their compensation, if any. (12) Pay pensions and establish pension plans, pension trusts and other benefit and incentive plans for any or all of its current or former directors, officers, employees and agents. (13) Unless otherwise provided in the articles of incorporation, make donations not inconsistent with law for the public welfare or for charitable, benevolent, religious, scientific or educational purposes and for other purposes that further the corporate interest. (14) Impose dues, assessments, admission and transfer fees upon its members. (15) Establish conditions for admission of members, admit members and issue memberships. (16) Carry on a business. (17) Do any other act, not inconsistent with law, that furthers the activities and affairs of the corporation. (18) Dissolve, merge or reorganize as provided in this chapter.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.081. Emergency powers. (1) During an emergency defined in subsection (4) of this section, the board of directors or a corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; or (b) Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so. (2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise: (a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and (b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for purposes of the meeting, in order of the officers rank, and within the same rank in order of seniority, as necessary to achieve a quorum. (3) Corporate action taken in good faith under this section to further the affairs of the corporation during an emergency binds the corporation. A corporate director, officer, employee or agent shall not be liable for deviation from normal procedures if the conduct was authorized by emergency powers provided in this chapter. (4) An emergency exists for purposes of this section if a quorum of the corporations directors cannot readily be assembled because of some present or imminent catastrophic event.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.084. Challenge of corporate authority; remedy. (1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporations power to act may be challenged: (a) In a proceeding by a member or members, a director or the Attorney General against the corporation to enjoin the act; (b) In a proceeding by the corporation, directly, derivatively or through a receiver, a trustee or other legal representative, including the Attorney General in the case of a public benefit corporation, against an incumbent or former director, officer, employee or agent of the corporation; (c) In a proceeding under ORS 65.664; or (d) In an action under ORS 65.281. (3) In a proceeding under subsection (2)(a) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss other than anticipated profits suffered by the corporation or another party because of enjoining the unauthorized act. [1989 c.1010 31; 2019 c.325 23] NAME
ORS Chapter 65 — Nonprofit Corporations

ORS 65.094. (b) One of the following statements or words of similar import: (A) This corporation is a public benefit corporation; (B) This corporation is a mutual benefit corporation; or (C) This corporation is a religious corporation; (c) The address, including street and number, of the corporations initial registered office and the name of the corporations initial registered agent at that location; (d) The name and address of each incorporator; (e) An alternate corporate mailing address which must be that of the principal office to which notices, as required by this chapter, may be mailed until the principal office of the corporation has been designated by the corporation in the corporations annual report; (f) Whether or not the corporation will have members; and (g) Provisions regarding the distribution of assets on dissolution. (2) The articles of incorporation may set forth: (a) The names and addresses of the initial directors; (b) Provisions regarding: (A) The purpose or purposes for which the corporation is organized; (B) Managing and regulating the affairs of the corporation; (C) Defining, limiting and regulating the powers of the corporation, the corporations board of directors, and members or any class of members; and (D) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members; (c) A provision eliminating or limiting the personal liability of a director or uncompensated officer to the corporation or the corporations members for monetary damages for conduct as a director or officer, provided that the provision may not eliminate or limit the liability of a director or officer for any act or omission occurring before the date on which the provision becomes effective, and the provision may not eliminate or limit the liability of a director or officer for: (A) Any breach of the directors or officers duty of loyalty to the corporation or the corporations members; (B) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (C) Any unlawful distribution; (D) Any transaction from which the director or officer derived an improper personal benefit; and (E) Any act or omission in violation of ORS 65.361 to 65.367; and (d) Any provision that under this chapter is required or permitted to be set forth in the bylaws. (3) The incorporator or incorporators shall sign the articles of incorporation and before including the name of any individual as a director shall state that the incorporator or incorporators have obtained the consent of each director named to serve. (4) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter but may restrict the powers in order to meet federal tax code requirements or for other purposes.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.097. Reserved name. (1) A person may apply to the Secretary of State to reserve a corporate name. The application must set forth the name and address of the applicant and the name proposed to be reserved. (2) If the Secretary of State finds that the corporate name applied for conforms to ORS 65.094, the Secretary of State shall reserve the name for the applicant for a 120-day period, following which the applicant may reapply for the name on the same basis as other applicants. (3) A person may transfer the reservation of a corporate name to another person by delivering to the Secretary of State a notice of the transfer executed by the person for whom the name was reserved and specifying the name and address of the transferee.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.101. Registered name. (1) A foreign corporation may apply to the Secretary of State to register the foreign corporations corporate name. (2) The application must set forth the corporate name, the state or country of incorporation, the date of incorporation, a brief description of the nature of the activities in which the foreign corporation is engaged and a statement that the foreign corporation is not carrying on or doing business in this state. The application must be accompanied by a certificate of existence or a document of similar import current within 60 days of delivery, duly authenticated by the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated. (3) If the Secretary of State finds that the name conforms to ORS 65.094, the Secretary of State shall register the name effective for one year. (4) A foreign corporation whose registration is effective may renew the name for successive years by delivering to the Secretary of State for filing a renewal application that complies with the requirements of this section before the lapse of the previous registration. Filing of the renewal application renews the registration for an additional year from the date on which the registration previously expired. (5) A foreign corporation whose registration is effective may thereafter qualify to do business in this state as a foreign corporation under that name or transfer the registered name to another applicant for the name by the procedures provided in ORS 65.097 (3) with respect to reserved names. Filing of such a consent terminates the prior registration and operates as a reservation in the name of the transferee, if the transferee does not simultaneously file under that name. [1989 c.1010 34; 2019 c.174 25] OFFICE AND AGENT
ORS Chapter 65 — Nonprofit Corporations

ORS 65.111. Registered office and registered agent. (1) Each corporation shall continuously maintain in this state both: (a) A registered agent, who must be: (A) An individual who resides in this state; (B) A corporation, domestic business corporation, domestic limited liability company or domestic professional corporation with an office in this state; or (C) A foreign corporation, foreign business corporation, foreign limited liability company or foreign professional corporation authorized to transact business in this state with an office in this state; and (b) A registered office of the corporation, which must be the residence or office address of the registered agent. (2) A registered office under this section must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.114. Change of registered office or registered agent. (1) A corporation may change the corporations registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (a) The name of the corporation; (b) If the current registered office is to be changed, the address, including the street and number, of the new registered office; (c) If the current registered agent is to be changed, the name of the new registered agent and a statement that the new agent has consented to the appointment; and (d) A statement that after the change or changes are made, the street addresses of the corporations registered office and the office or residence address of the corporations registered agent will be identical. (2) If the registered agent changes the street address of the agents designated office or residence, the registered agent shall change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (1) of this section and recites that the corporation has been notified of the change. (3) The filing by the Secretary of State of a statement submitted under this section terminates the existing registered office or agent, or both, on the effective date of the filing and establishes the newly appointed registered office or agent, or both, as that of the corporation.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.117. Resignation of registered agent. (1) A registered agent may resign as registered agent upon delivering a signed statement to the Secretary of State and giving notice in the form of a copy of the statement to the corporation for filing. The statement may include a statement that the registered office is also discontinued. (2) Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the corporation under subsection (1) of this section must be addressed to the corporation at the corporations principal office as shown in the most recent annual report filed pursuant to ORS 65.787 or, if the annual report does not show the address, the address specified in the articles of incorporation. (3) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement was filed by the Secretary of State, unless the corporation shall sooner appoint a successor registered agent as provided in ORS 65.114 thereby terminating the capacity of the prior agent.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.121. Service on the corporation. The provisions of ORS 60.121 shall apply to corporations organized under or subject to the provisions of this chapter. [1989 c.1010 38; 1991 c.67 12] MEMBERS AND MEMBERSHIPS (Admission of Members)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.131. Admission. (1) Articles of incorporation or bylaws may establish criteria or procedures for admission of members. (2) A person may not be admitted as a member without consent of the person, express or implied. (3) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to membership in the corporation.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.134. Consideration. Except as provided in the corporations articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board of directors.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.137. No requirement for members. A corporation does not need to have members and does not have members unless the corporations articles of incorporation state that the corporation has members. [1989 c.1010 41; 2019 c.174 30] (Members Rights and Obligations)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.144. Rights and obligations of members. (1) Unless a corporations articles of incorporation or bylaws provide otherwise, members of the corporation have the same rights and obligations. The articles of incorporation or bylaws may establish classes of membership with different rights or obligations. Rights that members have, unless the corporations articles of incorporation or bylaws provide otherwise, include rights to: (a) Elect directors, as provided in ORS 65.311; (b) Remove directors, as provided in ORS 65.324; (c) Vote on any change to the number of directors, including a change to a fixed number of directors, a change to a variable range in the number of possible directors or a change from a fixed number of directors to a variable range in the number of possible directors, as provided in ORS 65.307; (d) Vote to sell, transfer, lease, exchange, option, convey or otherwise dispose of the corporations assets or to merge the corporations assets with the assets of another entity, as provided in ORS 65.803; (e) Vote to dissolve the corporation, as provided in ORS 65.624; and (f) Approve a conflict of interest transaction, as provided in ORS 65.361, if the member is a voting member of a mutual benefit corporation. (2) Notwithstanding a provision in a corporations articles of incorporation or bylaws, a member has a right to: (a) Vote on an action or an amendment to the articles of incorporation if the action or amendment would reduce or eliminate the members right to vote; and (b) Inspect and copy the corporations records, as provided in ORS 65.774.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.147. Transfers. (1) Except as provided in ORS 65.231 pertaining to proxies or as set forth in or authorized by the articles of incorporation or bylaws, a member may not transfer a membership or any right arising from a membership. (2) A member of a public benefit corporation or religious corporation may not transfer for value a membership or any right arising from a membership, unless the transferring member is a public benefit corporation or religious corporation. (3) If transfer rights have been provided, a restriction on the transfer rights is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.151. Members liability to third parties. A member of a corporation is not personally liable for the acts, debts, liabilities or obligations of the corporation merely by reason of being a member.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.154. Members liability for dues, assessments and fees. A member may become liable to a corporation for dues, assessments or fees. A provision of the articles of incorporation or bylaws or a resolution the board of directors adopts to authorize or impose dues, assessments or fees does not, of itself, create liability to pay the obligation, but nonpayment may constitute grounds for expelling or suspending the member or suspending or terminating the membership without a hearing.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.157. Creditors action against member. (1) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation arising from membership unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless obtaining such judgment and execution would be useless. (2) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditors proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation arising from membership may be joined in such proceeding. [1989 c.1010 46] (Resignation and Termination)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.167. Termination, expulsion or suspension. (1) A member of a public benefit corporation or mutual benefit corporation may not be expelled or suspended, and a membership or memberships in such corporations may not be terminated or suspended, except in accordance with a procedure that is fair and reasonable and is carried out in good faith. (2) A procedure is fair and reasonable if the procedure takes account of all relevant facts and circumstances or if the articles of incorporation or bylaws set forth a procedure that: (a) Gives the member notice in accordance with ORS 65.034 not less than 15 days before the expulsion, suspension or termination and states in the notice the reasons for the expulsion, suspension or termination; and (b) Provides an opportunity not less than five days before the effective date of the expulsion, suspension or termination for the member to be heard, orally or in writing by a person or persons authorized to withdraw the proposed expulsion, termination or suspension. (3) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension or termination. (4) A member who has been expelled or suspended, or whose membership has been suspended or terminated, may be liable to the corporation for dues, assessments or fees as a result of obligations incurred by the member before expulsion, suspension or termination.