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

ORS 65.281. Judicial review of corporate action; persons permitted to seek review. (1)(a) Subject to subsection (2) of this section, a circuit court of this state may: (A) Determine the validity and effectiveness of a corporate action or a defective corporate action; (B) Determine the validity and effectiveness of a ratification or approval of a defective corporate action; (C) Order the corporation to conduct a meeting of members for the purposes specified in ORS 65.266 (3) and 65.269; or (D) Modify or waive any of the provisions specified in ORS 65.266 or 65.269. (b) In connection with an action under paragraph (a) of this subsection, a court may make any findings or orders and consider any matters the court deems proper under the circumstances. (2)(a) The following persons may bring an action to have a court make a determination or modification or allow a waiver under subsection (1) of this section: (A) The corporation or a successor entity to the corporation; (B) A director of the corporation; (C) A member of the corporation; and (D) Any other person that claims that a ratification of a defective corporate action substantially and adversely affects the person. (b) For the purposes of paragraph (a) of this subsection, a member of the corporation includes a person that was a member on the date on which the corporation ratified the defective corporate action. (3) A person may serve process on the corporation in an action under this section in accordance with the manner appropriate for service of process specified under the laws of this state. The court may proceed to adjudicate the action without joining another party, but if the corporation brings the action, the court may require the corporation to provide notice to other persons the court specifies and may permit other persons to intervene in the action. (4)(a) A person must bring, within 120 days after the later of the effective date of validation or the date of the notice that a corporation gives under ORS 65.269 or 65.272, as applicable, any action that claims that a ratification of a defective corporate action is not valid or effective or that the defective corporate action is valid or effective only under certain conditions. (b) A persons failure to contact a corporation to determine the calendar date by which the person must bring an action under this section does not eliminate or extend the 120-day period specified in paragraph (a) of this subsection. [2019 c.325 18] DIRECTORS AND OFFICERS (Board of Directors)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.301. Requirement for and duties of board. (1) Each corporation must have a board of directors. (2) The board of directors shall exercise, or delegate or otherwise authorize the exercise of, all corporate powers and shall direct the management of the corporations affairs, subject to any limitation set forth in the articles of incorporation. The board of directors shall retain authority over an exercise of corporate powers that the board delegates or authorizes under this section.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.304. Qualifications of directors. All directors must be individuals. The articles of incorporation or bylaws may prescribe other qualifications for directors.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.307. Number of directors. (1) A board of directors must consist of one or more individuals for a mutual benefit or religious corporation and three or more individuals for a public benefit corporation, with the number specified or fixed in accordance with the articles of incorporation or bylaws. (2) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed periodically, within the minimum and maximum, by the members or the board of directors. If the articles of incorporation establish a fixed or a variable range for the size of the board of directors and the corporation has members entitled to vote for directors, then only the members may change the range for the size of the board or change from a fixed or a variable-range size board.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.311. Election, designation and appointment of directors. (1) If a corporation has members entitled to vote for directors, all the directors, except the initial directors, must be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated. (2) If a corporation does not have members entitled to vote for directors, all the directors, except the initial directors, must be elected, appointed or designated as provided in the articles of incorporation or bylaws. If the articles of incorporation or bylaws do not set forth a method of election, appointment or designation, the directors, other than the initial directors, must be elected by the board. (3) If a corporation does not have directors and does not have members who can elect directors, a circuit court of this state may appoint one or more directors at the Attorney Generals request.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.314. Terms of directors generally. (1) A corporations articles of incorporation or bylaws may specify the terms of directors. Except for designated directors or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director is one year. Directors may be elected for successive terms. (2) A decrease in the number of directors or term of office does not shorten an incumbent directors term. (3) Except as provided in the articles of incorporation or bylaws: (a) The term of a director filling a vacancy in the office of an elected director expires at the next election of directors; and (b) The term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling. (4) Despite the expiration of a directors term, the director continues to serve until the directors successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.317. Staggered terms for directors. A corporations articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.321. Resignation of directors. (1) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary. (2) A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date. (3) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.324. Removal of directors elected by members or directors. (1) Unless a corporations articles of incorporation or bylaws provide otherwise: (a) The members of the corporation may remove one or more directors the members elected with or without cause unless the articles of incorporation provide that removing a director requires cause. (b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, only the members of that class, chapter, unit or grouping entitled to vote may participate in the vote to remove the director. (c) A director may be removed under paragraph (a) or (b) of this subsection by a majority of the votes cast. (2) Members of a corporation may remove a director the members elected only at a special meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one of the purposes, of the meeting is to remove the director. (3) An entire board of directors may be removed under subsection (1)(a) or (b) of this section. (4) Unless a corporations articles of incorporation or bylaws provide that removing a director requires cause, a director elected by the board of directors may be removed with or without cause by a vote of a majority of the directors then in office or by a greater number as set forth in the articles of incorporation or bylaws. A director elected by the board to fill the vacancy of a director elected by the members may be removed by the voting members or the directors. (5) If at the beginning of a directors term on the board, the articles of incorporation or bylaws provide that the director may be removed for missing more than a specified number of meetings or for reasons set forth in the articles of incorporation or bylaws, a majority of the directors may remove the director for such reasons. (6) The articles of incorporation or bylaws of a religious corporation may: (a) Limit the application of this section; and (b) Set forth the vote and procedures by which the board of directors or any person may remove with or without cause a director elected by the members or the board.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.327. Removal of directors by judicial proceeding. (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 corporations registered office was last located, may remove any director of the corporation from office in a proceeding commenced by the corporation, by at least 10 percent of the members of any class entitled to vote for directors, or by the Attorney General in the case of a public benefit corporation if the court finds that: (a) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or the director has violated a duty set forth in ORS 65.357 to 65.367 or 65.377; and (b) Removal is in the best interest of the corporation. (2) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court. (3) If members or the Attorney General commences a proceeding under subsection (1) of this section, the corporation must be made a party defendant. (4) A public benefit corporation or the members of the public benefit corporation who commence a proceeding under subsection (1) of this section shall give the Attorney General written notice of the proceeding. (5) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.331. Removal of designated or appointed directors. (1) A designated director may be removed by an amendment to the articles of incorporation or bylaws that deletes or changes the designation. (2)(a) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person that appointed the director or by the board of directors. (b) The person that removes the appointed director shall give written notice of the removal to the appointed director and, if the person that removes the appointed director is the person that appointed the director, to either the presiding officer of the board or the corporations president or secretary. (c) Removal of an appointed director is effective when the notice is effective under ORS 65.034 unless the notice specifies a future effective date.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.334. Vacancy on board. (1) Unless a corporations articles of incorporation or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) The members entitled to vote for directors, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if the vacancy is filled by the members; (b) The board of directors may fill the vacancy; or (c) If the directors remaining in office constitute fewer than a quorum of the board of directors, the board of directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (2) Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (3) If a vacant office was held by a designated director, the vacancy must be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable provision in the articles of incorporation or bylaws, the board of directors may not fill the vacancy. (4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under ORS 65.321 (2) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.335. Compensation of directors. Unless a corporations articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. [1989 c.1010 81; 2019 c.174 59] (Meetings and Action of Board)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.337. Regular and special meetings. (1) If the time and place of a board of directors meeting is fixed by the bylaws, or is scheduled by the board of directors in a manner that informs all directors of the time and place without additional notice, the meeting is a regular meeting. All other meetings are special meetings. (2) The board of directors may hold regular or special meetings in or out of this state. (3) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously communicate during the meeting. (4) If a meeting is conducted in accordance with subsection (3) of this section: (a) All participating directors must be informed that a meeting is taking place at which official business may be transacted; and (b) A director participating in the meeting is, for the purposes of transacting any official business, present in person at the meeting.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.341. Action without meeting. (1) Unless the articles of incorporation or bylaws specify that a board of directors meeting is necessary to take an action, action required or permitted by this chapter to be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. (2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date. (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 65.343. Board of directors use of electronic means to take action; announcement required before taking action; contents of announcement; exceptions; effect and effective date of action taken by electronic means. (1) Unless a corporations articles of incorporation or bylaws provide otherwise, the corporations board of directors may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the board of directors to take at a board of directors 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 director provided to the corporation for receiving communications from the corporation an electronic mail announcement that states that the board of directors 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 board of directors 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 director may record the directors vote. (c) The corporation shall include the electronic mail announcement described in this subsection and a record of the directors votes in the minutes for the directors meeting or shall file the announcement and record of the directors votes in documents that reflect the action that the board took. (3) Notwithstanding subsection (1) of this section, a corporations board of directors 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 director. (4) A director may change the directors 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 directors who hold office at the time the board of directors takes an action by means of electronic mail or by other electronic means is an act of the board, unless a corporations articles of incorporation or bylaws require an affirmative vote of a greater number of directors. The boards 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 board of directors 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) The board of directors may, without complying with all of the requirements of this section, use electronic mail to discuss, but not take action on, an issue that comes before the board.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.344. Call and notice of meetings. (1) Unless the articles of incorporation, bylaws or this chapter provides otherwise, regular meetings of the board of directors may be held without additional notice of the date, time, place or purpose of the meeting. (2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, a corporation shall give notice of the date, time and place of special meetings of the board of directors to each director in accordance with ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.347. Waiver of notice. (1) A director may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing and may be a document that is transmitted electronically. The waiver must also be signed by the director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or the corporate records. (2) A directors attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting, or promptly upon the directors arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.351. Quorum and voting. (1) Unless the articles of incorporation or bylaws require a greater number or a lesser number than the number authorized under subsection (2) of this section, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins. (2) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors in office immediately before a meeting begins. (3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present when the act is taken is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. A director is considered present regardless of whether the director votes or abstains from voting. Each director has one vote and may not vote by proxy. (4) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (a) The director objects at the beginning of the meeting, or promptly upon the directors arrival, to holding the meeting or transacting the business at the meeting; (b) The directors dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) The director delivers written notice of dissent or abstention to the presiding officer of the meeting before the meetings adjournment or to the corporation immediately after the meeting adjourns. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.354. Committees. (1)(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees that exercise the authority of the board. The board may appoint directors to serve on a committee or designate the method of selecting committee members. Each committee must consist of two or more directors, who serve at the pleasure of the board. Only a director may serve as a voting member of a committee. (b) The creation of a committee and appointment of directors to the committee or designation of a method of selecting committee members under this subsection must be approved by the greater of: (A) A majority of all the directors in office when the action is taken; or (B) The number of directors required by the articles of incorporation or bylaws to take action under ORS 65.351. (2)(a) The board of directors may create committees to advise the board or otherwise serve the corporation. The board may appoint individuals to serve on a committee or specify a method for selecting committee members. A member of a committee the board creates under this subsection may be, but need not be, a director or a member of the corporation. (b) A committee the board creates under this subsection may not exercise the authority of the board of directors. (3) ORS 65.337 to 65.351, governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, also apply to committees and committee members. (4) Except as provided in subsections (2)(b) and (5) of this section, to the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee of the board may exercise the authority of the board of directors. (5) A committee the board creates under this section may not: (a) Authorize distributions; (b) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporations assets; (c) Elect, appoint or remove directors or fill vacancies on the board or on any of the boards committees; or (d) Adopt, amend or repeal the articles of incorporation or bylaws. (6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in ORS 65.357. [1989 c.1010 87; 2019 c.174 65] (Standards of Conduct)