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

ORS 65.171. Acquiring memberships. (1) A public benefit corporation or religious corporation may not acquire for value any of the corporations memberships or any right arising from a membership, unless the member is a public benefit corporation or religious corporation. (2) A mutual benefit corporation may acquire the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by the mutual benefit corporations articles of incorporation or bylaws. (3) An acquisition of memberships may not be made in violation of ORS 65.551 or
ORS Chapter 65 — Nonprofit Corporations

ORS 65.174. Derivative suits. (1) A proceeding may be brought in the right of a domestic corporation or foreign corporation to procure a judgment in the corporations favor by: (a) Any member or members having two percent or more of the voting power or by 20 members, whichever is less; (b) Any director; or (c) The Attorney General, if the domestic corporation or foreign corporation is a public benefit corporation or a religious corporation. (2) In a proceeding brought under this section, each member complainant must have been a member when the transaction complained of occurred. (3) A complaint in a proceeding brought in the right of a corporation must allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed. (4) The complainants shall notify the Attorney General within 10 days after commencing any proceeding under this section if the proceeding involves a public benefit corporation or religious corporation or assets held in charitable trust by a mutual benefit corporation. (5) A proceeding commenced under this section may not be discontinued or settled without the courts approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporations members or a class of members, the court shall direct that notice be given the members affected. [1989 c.1010 50; 2019 c.174 36] (Delegates)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.177. Delegates. (1) A corporation may provide in the corporations articles of incorporation or bylaws for delegates having some or all of the authority of members. (2) The articles of incorporation or bylaws may set forth provisions relating to: (a) The characteristics, qualifications, rights, limitations and obligations of delegates, including the selection and removal of delegates; (b) Providing notice to and calling, holding and conducting meetings of delegates; and (c) Carrying on corporate activities during and between meetings of delegates. [1989 c.1010 51; 2019 c.174 37] MEMBERSHIP MEETINGS AND VOTING (Meetings and Action Without Meetings)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.201. Annual and regular meetings. (1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (2) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws. (3) An annual and regular membership meeting may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the boards specification is not inconsistent with the bylaws. If the board of directors does not determine that the annual and regular meeting will occur solely by means of remote communication and a place for the annual and regular meeting is not stated in or otherwise fixed in accordance with the bylaws, the annual and regular meeting must be held at the corporations principal office. (4) At the annual meeting: (a) The president, and any other officer the board of directors or the president may designate, shall report on the activities and financial condition of the corporation; and (b) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of ORS 65.214. (5) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of ORS 65.214. (6) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporations bylaws does not affect the validity of any corporate action.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.204. Special meeting. (1) A corporation with members shall hold a special meeting of members: (a) At the call of the corporations board of directors or of the person or persons that the articles of incorporation or bylaws authorize to call the meeting; or (b) Except as provided in the articles of incorporation or bylaws, if the holders of at least five percent of the voting power of any corporation sign, date and deliver to the corporations secretary one or more written demands for the meeting that describe the purpose or purposes for which the meeting is to be held. (2) If not otherwise fixed under ORS 65.207 or 65.221, the record date for members entitled to demand a special meeting is the date the first member signs the demand. (3) If a notice for a special meeting demanded under subsection (1)(b) of this section is not given under ORS 65.214 within 30 days after the date the written demand or demands are delivered to the corporations secretary, or if the date of the meeting is not set within 30 days after the date the notice is given, regardless of the requirements of subsection (4) of this section a person that signs the demand or demands may set the time and place of the meeting and give notice in accordance with ORS 65.214. (4) A special meeting of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the boards specification is consistent with the bylaws. If the board of directors does not determine that the special meeting will occur solely by means of remote communication and a place for the special meeting is not stated in or otherwise fixed in accordance with the bylaws, the special meeting must be held at the corporations principal office. (5) Only matters within the purpose or purposes described in the meeting notice required by ORS 65.214 may be conducted at a special meeting of members.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.205. Participation in meeting by remote communication. (1)(a) Members that are not physically present for a membership meeting may participate in, be deemed present in person at and vote at the membership meeting if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board adopts. (b) Before a board of directors may authorize members to participate in a membership meeting by remote communication, the corporation shall implement measures to: (A) Verify that a person that is participating in the membership meeting by remote communication is a member; and (B) Ensure that a member may participate by remote communication in an effective manner. (c) The corporation shall maintain a record of the vote or other action of a member that participates in a membership meeting by remote communication. (2) A notice of a membership meeting at which the board authorizes participation by remote communication shall state that the board authorizes participation by remote communication and shall describe how a member may notify the corporation that the member intends to participate in the membership meeting by remote communication. [2013 c.274 16] Note:
ORS Chapter 65 — Nonprofit Corporations

ORS 65.207. Court-ordered meeting; attorney fees. (1) The circuit court of the county where a corporations principal office is located, or, if the principal office is not in this state, where the registered office of the corporation is or was last located, may summarily order a meeting to be held: (a) On application of any member or other person entitled to participate in an annual or regular meeting or, if the corporation is a public benefit corporation, the Attorney General, if the corporation did not hold an annual meeting within the earlier of six months after the end of the corporations fiscal year or 15 months after the corporations last annual meeting; (b) On application of any member or other person entitled to participate in a regular meeting or, if the corporation is a public benefit corporation, the Attorney General, if a regular meeting is not held within 40 days after the date the regular meeting was required to be held; (c) On application of a member who signed a demand for a special meeting valid under ORS 65.204, a person or persons entitled to call a special meeting or, if the corporation is a public benefit corporation, the Attorney General, if notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporations secretary or the special meeting was not held in accordance with the notice; or (d) In accordance with ORS 65.281 for the purpose of approving a ratification of a defective corporate action, as defined in ORS 65.260. (2) The court may fix the time and place of the meeting, determine the members entitled to participate in the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting. (3)(a) Except as provided in paragraph (b) of this subsection, the court may award reasonable attorney fees to the prevailing party in an action under this section. (b) The court may not award attorney fees to the state or a political subdivision of the state if the state or political subdivision prevails in an action under this section. (4) The request must be set for hearing at the earliest possible time and must take precedence over all matters, except matters of the same character and hearings on preliminary injunctions under ORCP 79 B(3). A court may not issue an order under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless the court fixes a different period in the order.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.211. Action without meeting. (1) Unless a corporations articles of incorporation or bylaws specify that a members meeting is necessary to take an action, action required or permitted by this chapter to be taken at a members meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date. If in taking an action without a meeting the corporation complies with the requirements of ORS 65.212, the requirements in this subsection that all members entitled to vote on the action must take the action and must sign a written consent describing the action do not apply. (2) If not otherwise determined under ORS 65.207 or 65.221, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section. (3) A consent signed under this section has the effect of a meeting vote and may be described as a meeting vote in any document.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.212. Members use of electronic mail or other electronic means to discuss issues or take action. (1) Unless a corporations articles of incorporation or bylaws provide otherwise, the corporations members may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the members to take at a meeting if the corporation complies with this section. (2)(a) Before taking an action under subsection (1) of this section, a corporation shall send to the electronic mail address that each member provided to the corporation for receiving communications from the corporation an electronic mail announcement that states that the members will take the action. (b) The electronic mail announcement the corporation sends under paragraph (a) of this subsection must include a description of the matter on which the members will take action. The electronic mail announcement must specify a deadline of not less than 48 hours after the time the corporation sends the announcement in which a member may record the members vote. (c) The corporation shall include the electronic mail announcement described in this subsection and a record of the members votes in the minutes for the meeting or shall file the announcement and record of the members votes in documents that reflect the action that the members took. (3) Notwithstanding subsection (1) of this section, a corporations members may not use electronic mail or other electronic means to take action if the corporation does not have a record of an electronic mail address for a member. (4) A member may change the members vote at any time before the deadline set forth in the electronic mail announcement described in subsection (2) of this section. (5) An affirmative vote of the majority of the members at the time the members take an action by means of electronic mail or by other electronic means is an act of the members, unless a corporations articles of incorporation or bylaws require an affirmative vote of a greater number of members. The members action under this subsection has the effect of a meeting vote and the corporation may describe the action as a meeting vote in any document. (6) The members action under subsection (5) of this section is effective on the deadline specified in the electronic mail announcement described in subsection (2) of this section, unless the announcement specifies a different effective date or time. (7) Unless a record date for determining members who may take an action without a meeting under this section is set in accordance with ORS 65.207 or 65.221, the record date is the date of the electronic mail announcement described in subsection (2)(a) of this section. (8) Members may use electronic mail to discuss an issue that comes before the members.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.214. Notice of meeting. (1) A corporation shall give notice of membership meetings in a fair and reasonable manner that is consistent with the corporations bylaws. The corporation must give notice to members entitled to vote at the meeting and to any other person specified in this chapter, the articles of incorporation or the bylaws. (2) Any notice that conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered, provided, however, that notice of matters referred to in subsection (3)(b) of this section must be given as provided in subsection (3) of this section. (3) Notice is fair and reasonable if: (a) The corporation notifies the corporations members of the place, date and time of each meeting in accordance with ORS 65.034 no fewer than seven days before the meeting; (b) Notice of an annual or regular meeting includes a description of any matter or matters that the members must approve under ORS 65.361, 65.404, 65.414 (1)(a),
ORS Chapter 65 — Nonprofit Corporations

ORS 65.217. Waiver of notice. (1) A member may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in writing, be signed by the member entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (2) A members attendance at a meeting waives objection to: (a) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when the matter is presented.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.221. Record date. (1) The bylaws may fix or provide the manner of fixing the record date in order to determine the members entitled to notice of a members meeting, to demand a special meeting, to vote or to take any other lawful action. A determination of members must be made as of the time of close of transactions on the record date unless another time for doing so is specified at the time the record date is fixed. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date. If a record date is not fixed, then: (a) To determine the members entitled to notice of a members meeting, the record date is the day before the day on which first notice is mailed or otherwise transmitted to members in accordance with ORS 65.034, or if notice is waived, the day preceding the day on which the meeting is held. (b) To determine the members entitled to demand a special meeting, the record date is as set forth in ORS 65.204 (2). (c) To determine the members entitled to take action without a meeting, the record date is as set forth in ORS 65.211 (2). (d) To determine the members entitled to vote at a members meeting, the record date is the date of the meeting. (e) To determine the members entitled to exercise any rights in respect to any other lawful action, the record date is the day on which the board adopts the resolution that relates to the other action, or the 60th day before the date of the other action, whichever is later. (2) A record date fixed under this section may not be more than 70 days before the meeting or action that requires a determination of members. (3) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new record date, which the board must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. (4) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, the court may provide that the original record date continues in effect or the court may fix a new record date.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.222. Action by written ballot. (1) Unless prohibited or limited by the articles of incorporation or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. (2) A written ballot must: (a) Set forth each proposed action; and (b) Provide an opportunity to vote for or against each proposed action. (3)(a) Approval by written ballot pursuant to this section is valid only when: (A) The number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action; and (B) The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (b) For the purposes of this subsection, the number of votes cast by ballot constitutes a quorum if the number of members who attend a meeting constitutes a quorum. (4) All solicitations for votes by written ballot must: (a) Indicate the number of responses needed to meet the quorum requirements; (b) State the percentage of approvals necessary to approve each matter other than election of directors; and (c) Specify a reasonable time by which a ballot must be received by the corporation in order to be counted. (5) Except as otherwise provided in the articles of incorporation or bylaws, a written ballot may not be revoked. [1989 c.1010 59; 2019 c.174 43] (Voting)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.224. Members list for meeting; attorney fees. (1) A corporation shall prepare and maintain a list of the names, contact information and membership dates of all of the corporations members. If there are classes of members, the list must also show the contact information for each member and number of votes each member may cast at a meeting of members. (2) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice of the meeting is given and continuing through the meeting, at the corporations principal office or at a reasonable place identified in the meeting notice in the city or other location where the meeting will be held. A member, the members agent or the members attorney is entitled, on written demand setting forth a proper purpose, to inspect and, subject to the requirements of ORS 65.774 and 65.782, to copy the list at a reasonable time and at the members expense, during the period the list is available for inspection. (3) The corporation shall make the list of members available at the meeting, and any member, the members agent or the members attorney is entitled to inspect the list for any proper purpose at any time during the meeting or any adjournment. (4) If the corporation refuses to allow a member, the members agent or the members attorney to inspect the list of members before or at the meeting or to copy the list as permitted by subsection (2) of this section, on application of the member, the circuit court of the county where the corporations principal office, or if the principal office is not in this state, where the corporations registered office is or was last located, may enter a temporary restraining order or preliminary injunction pursuant to ORCP 79 ordering the inspection or copying at the corporations expense and may postpone a meeting until the inspection or copying is complete. The court may award reasonable attorney fees to the prevailing party in an action under this subsection. The party initiating such a proceeding need not post an undertaking under ORCP 82 A. (5) Refusal or failure to prepare or make available the membership list does not affect the validity of action taken at the meeting. (6) The articles of incorporation or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record. (7) 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 of actions, may limit or abolish the right of a member or the members agent or attorney to inspect or copy the membership list if the corporation provides a reasonable means to mail communications to the other members through the corporation at the expense of the member making the request.