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

ORS 65.414. Application of ORS 65.387 to 65.411. (1) The indemnification and provisions for advancement of expenses provided by ORS 65.387 to 65.411 shall not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the corporations articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of members or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Specifically and not by way of limitation, a corporation shall have the power to make or agree to make any further indemnification, including advancement of expenses, of: (a) Any director as authorized by the articles of incorporation, any bylaws approved, adopted or ratified by the members or any resolution or agreement approved, adopted or ratified, before or after such indemnification or agreement is made, by the members, provided that no such indemnification shall indemnify any director from or on account of acts or omissions for which liability could not be eliminated under ORS 65.047 (2)(c); and (b) Any officer, employee or agent who is not a director as authorized by its articles of incorporation or bylaws, general or specific action of its board of directors or agreement. Unless the articles of incorporation, or any such bylaws, agreement or resolution provide otherwise, any determination as to any further indemnity under this paragraph shall be made in accordance with ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.431. Authority. (1) A corporation may amend the corporations articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as amended would be permitted under ORS 65.431 to 65.467 as of the effective date of the amendment. (2) A corporation designated on the records of the Secretary of State as a public benefit corporation or religious corporation may amend or restate the public benefit corporations or religious corporations articles of incorporation so that the public benefit corporation or religious corporation becomes designated as a mutual benefit corporation only if notice, including a copy of the proposed amendment or restatement, has been delivered to the Attorney General at least 20 days before consummation of the amendment or restatement.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.434. Amendment by directors. (1) Unless a corporations articles of incorporation provide otherwise, the corporations board of directors may adopt one or more amendments to the corporations articles of incorporation without member approval: (a) To extend the duration of the corporation if the corporation was incorporated at a time when limited duration was required by law; (b) To delete the names and addresses of the initial directors and incorporators; (c) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; (d) To delete the mailing address if an annual report has been filed with the Secretary of State; (e) To change the corporate name by adding, changing or deleting the word corporation, incorporated, company, limited or the abbreviation corp., inc., co. or ltd., for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; (f) To include a statement of whether the corporation is a public benefit corporation, mutual benefit corporation or religious corporation; or (g) To make any other change expressly permitted by this chapter to be made by director action. (2) If a corporation does not have members entitled to vote on articles of incorporation, the corporations incorporators, until directors have been chosen, and thereafter the corporations board of directors, may adopt one or more amendments to the corporations articles of incorporation subject to any approval required pursuant to ORS 65.467. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with ORS 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Unless the articles of incorporation or bylaws require a greater vote or the board of directors requires a greater vote, the amendment must be approved by a majority of the directors voting on the amendment.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.437. Amendment by board of directors and members. (1) Unless this chapter, the articles of incorporation, bylaws, the members acting in accordance with subsection (2) of this section or the board of directors acting in accordance with subsection (3) of this section require a greater vote or voting by class, adopting an amendment to a corporations articles of incorporation requires approval: (a) By the board if the corporation is a public benefit corporation or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors or the method or way in which directors are elected or selected; (b) Except as provided in ORS 65.434 (1), by the members entitled to vote on articles of incorporation of a mutual benefit corporation by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, and for articles of incorporation of a public benefit corporation or religious corporation a majority of the votes cast; and (c) In writing by any person or persons whose approval is required for an amendment to the articles of incorporation as authorized by ORS 65.467. (2) The members entitled to vote on articles of incorporation may condition the amendments adoption on receipt of a higher percentage of affirmative votes or on any other basis. (3) If the board of directors initiates an amendment to the articles of incorporation or board approval is required by subsection (1) of this section to adopt an amendment to the articles of incorporation, the board may condition the amendments adoption on receipt of a higher percentage of affirmative votes or on any other basis. For the amendment to be adopted, the board of directors shall, except in those cases described in subsection (1)(a) of this section, adopt a resolution setting forth the proposed amendment and directing that the amendment be submitted to a vote at a meeting of members, which may be either an annual or special meeting. (4) If the board of directors or the members entitled to vote on articles of incorporation seek to have the amendment approved by such members at a membership meeting, the corporation shall give notice to such members of the proposed membership meeting in writing in accordance with ORS 65.214. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (5) If the board of directors or the members entitled to vote on articles of incorporation seek to have the amendment approved by such members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.439. Amendment of articles of incorporation of public benefit corporation. If a public benefit corporation has not conducted a meeting of the members and if members have not actively participated in the public benefit corporations affairs for three years or more, the public benefit corporations board of directors may act in accordance with ORS 65.434 to amend the articles of incorporation to state that the public benefit corporation does not have members if: (1) The board first notifies any known members and posts a notice on the public benefit corporations website or otherwise gives comparable notice to the public of the proposed amendment to the articles of incorporation; and (2) The board does not receive an objection from any member within 30 days after the date of the notice.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.441. Class voting by members on amendments. (1) In a public benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would affect the rights of the class as to voting in a manner different from the manner in which the amendment would affect another class or members of another class. (2) In a mutual benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would: (a) Affect the rights, privileges, preferences, restrictions or conditions of the class as to voting, dissolution, redemption or transfer of memberships in a manner different from the manner in which the amendment would affect another class; (b) Change the rights, privileges, preferences, restrictions or conditions of the class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; (c) Increase or decrease the number of memberships authorized for the class; (d) Increase the number of memberships authorized for another class; (e) Effect an exchange, reclassification or termination of the memberships of the class; or (f) Authorize a new class of memberships. (3) In a religious corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation only if a class vote is provided for in the articles of incorporation or bylaws. (4) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation of a public benefit corporation or mutual benefit corporation, the amendment must be approved by the members of each class entitled to vote on articles of incorporation that would be created by the amendment. (5)(a) Except as provided in the articles of incorporation or bylaws of a mutual benefit corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by the members of the class entitled to vote on articles of incorporation by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (b) Except as provided in the articles of incorporation or bylaws of a public benefit corporation or religious corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by a majority of the members of the class entitled to vote on articles of incorporation. (6) A class of members of a public benefit corporation or mutual benefit corporation is entitled to the voting rights granted by this section although the articles of incorporation and bylaws provide that the class may not vote on the proposed amendment.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.447. Articles of amendment. A corporation amending the corporations articles of incorporation shall deliver for filing to the Secretary of State articles of amendment setting forth: (1) The name of the corporation. (2) The text of each amendment adopted. (3) The date of each amendments adoption. (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators. (5) If approval by members entitled to vote on articles of incorporation 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 the amendment; and (b) The total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment. (6) If approval of the amendment by some person or persons other than the members entitled to vote on articles of incorporation, the board of directors or the incorporators is required pursuant to ORS 65.467, a statement that the approval was obtained.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.451. Restated articles of incorporation. (1) A corporations board of directors may restate the corporations articles of incorporation at any time with or without approval by the members entitled to vote on articles of incorporation or any other person. (2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members entitled to vote on articles of incorporation or any other person, the restatement must be adopted as provided in ORS 65.437. (3) If the board seeks to have the restatement approved by the members entitled to vote on articles of incorporation at a membership meeting, the corporation shall give to the members entitled to vote on articles of incorporation written notice of the proposed membership meeting in accordance with ORS 65.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change the restatement would make in the articles of incorporation. (4) If the board of directors seeks to have the restatement approved by the members entitled to vote on articles of incorporation by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change the restatement would make in the articles of incorporation. (5) A restatement requiring approval by the members entitled to vote on articles of incorporation must be approved by the same vote as an amendment to articles of incorporation under ORS 65.437. (6) A corporation restating the corporations articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: (a) Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members entitled to vote on articles of incorporation or any other person other than the board of directors and, if the restatement does not, that the board of directors adopted the restatement, or if the restatement contains an amendment to the articles of incorporation requiring approval by the members entitled to vote on articles of incorporation, the information required by ORS 65.447; and (b) If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required pursuant to ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.454. Amendment pursuant to court order. (1) A corporations articles of incorporation may be amended without approval by the board of directors, approval by the members entitled to vote on articles of incorporation or approval required pursuant to ORS 65.467: (a) To carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute; or (b) In a proceeding brought by the Attorney General to correct the statement in the articles of incorporation or the annual report with regard to whether the corporation is a public benefit corporation or mutual benefit corporation or, subject to the provisions of ORS 65.042, a religious corporation. (2) The articles of incorporation after amendment must contain only provisions required or permitted by ORS 65.047. (3) The individual or individuals designated by the court in a reorganization proceeding, or the Attorney General in a proceeding brought by the Attorney General, shall deliver to the Secretary of State for filing articles of amendment setting forth: (a) The name of the corporation; (b) The text of each amendment approved by the court; (c) The date of the courts order or decree approving the articles of amendment; (d) The title of the proceeding in which the order or decree was entered; and (e) A statement whether the court had jurisdiction of the proceeding under federal statute or under subsection (1)(b) of this section. (4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.457. Effect of amendment and restatement. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporations name does not abate a proceeding brought by or against the corporation in its former name. [1989 c.1010 114] (Amendment of Bylaws)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.461. Amendment by directors. A corporation that does not have members with the power to vote on bylaws shall amend the corporations bylaws only as provided in this section. The corporations incorporators, until directors have been chosen, and thereafter the corporations board of directors may adopt one or more amendments to the corporations bylaws subject to any approval required under ORS 65.467. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice must be in accordance with ORS 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.464. Amendment by directors and members. Except as provided in ORS 65.241 and
ORS Chapter 65 — Nonprofit Corporations

ORS 65.467. (2)(a) If the corporation does not have members entitled to vote on dissolution, the board of directors must approve the dissolution. In addition, the corporation shall provide notice of any meeting of the board of directors at which such approval is to be considered in accordance with ORS 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution. (b) Even if the number of directors in office at the time the board considers the proposed dissolution is less than the minimum required under this chapter, under the articles of incorporation or under the corporations bylaws, a majority of the directors in office at the time the board considers the proposed dissolution may approve the dissolution. (3) The board of directors may condition the boards submission of the proposed dissolution to a vote of members, and the members may condition the members approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. (4) If the board of directors seeks to have dissolution approved by the members at a membership meeting, the corporation shall give all members, whether or not entitled to vote, notice of the proposed meeting in accordance with ORS 65.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution. (5) If the board of directors seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan of dissolution. (6) The plan of dissolution must indicate 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 65.481. Approval of plan of merger. (1) Subject to the limitations set forth in ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.491. Articles and plan of merger. (1) After the board of directors of each merging corporation and, if required under ORS 65.487, the members of each merging corporation and any other persons that must approve a plan of merger approve the plan, the surviving corporation shall deliver to the Secretary of State for filing: (a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; (b) A plan of merger or, in lieu of a plan of merger, a written declaration that: (A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and (B) States that the surviving entity will provide any owner or shareholder of any constituent entity with a copy of the plan of merger upon request and at no cost; (c) A written declaration that: (A) States that a sufficient vote of the board of directors of each corporation approved the plan of merger, if the approval of members was not required; or (B) Sets forth, if the members of one or more corporations were required to approve the plan of merger: (i) The designation and number of members of each class entitled to vote separately on the plan and the number of votes each class is entitled to cast; and (ii) The total number of votes that each class entitled to vote separately on the plan cast for and against the plan; (d) A written declaration that states that a person or persons other than the members of the board approved the plan, if required under ORS 65.487 (1)(c); and (e) A written declaration that states that the Attorney General approved the plan, if the plan required the Attorney Generals approval. (2) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.494. Effect of merger. When a merger takes effect: (1) Each corporation that was a party to the merger merges into the surviving corporation and the separate existence of each corporation except the surviving corporation ceases; (2) The title to all real estate and other property owned by each corporation that was a party to the merger is vested in the surviving corporation without reversion or impairment and is subject to any and all conditions to which the property was subject before the merger; (3) The surviving corporation has all liabilities and obligations of each corporation that was a party to the merger; (4) The surviving corporation remains subject to any restriction that a gift instrument imposes on assets that any party to the merger holds; (5) A proceeding pending against any corporation that was a party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; (6) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger; and (7) The memberships or shares of each nonprofit corporation, domestic business corporation or foreign business corporation that was a party to the merger that are to be converted into memberships, obligations, shares or other securities of the surviving corporation or any other corporation or into cash or other property are converted and the former holders of the memberships or shares are entitled only to the rights provided in the articles of merger.