ORS Chapter 65 — Nonprofit Corporations

ORS 65.164. (31) Membership means the rights and obligations a member has under this chapter. (32) Mutual benefit corporation means a domestic corporation that is organized to serve and operates primarily to serve the mutual interests of a group of persons, but is not a public benefit corporation or religious corporation. (33) Nonprofit corporation means a mutual benefit corporation, a public benefit corporation or a religious corporation. (34) Notice means a notice described in ORS 65.034. (35) Person means an individual or an entity. (36)(a) Principal office means the physical street address of the place, in or out of this state, where the principal executive offices of a domestic corporation or foreign corporation are located and that is designated as the principal office in the most recent annual report filed in accordance with ORS 65.787 or, if no annual report is on file, in the articles of incorporation or the application for authority to transact business in this state. (b) Principal office does not include a commercial mail receiving agency, a mail forwarding business or a virtual office. (37) Proceeding means a civil, criminal, administrative or investigatory action. (38) Public benefit corporation means a domestic corporation that: (a) Is formed as a public benefit corporation under ORS 65.044 to 65.067, is designated as a public benefit corporation by a statute, is recognized as tax exempt under section 501(c)(3) of the Internal Revenue Code or is otherwise organized for a public or charitable purpose; (b) Is restricted so that on dissolution the corporation must distribute the corporations assets to an organization that is organized for a public or charitable purpose, a religious corporation, the United States, a state or a person that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986; and (c) Is not a religious corporation. (39) Record date means the date established under ORS 65.131 to 65.177 or 65.201 to 65.254 on which a corporation determines the identity of the corporations members and the members membership rights for the purposes of this chapter. (40) Religious corporation means a domestic corporation that is formed as a religious corporation under ORS 65.044 to 65.067, is designated a religious corporation by a statute or is organized primarily or exclusively for religious purposes. (41) Remote communication means any method by which a person that is not physically present at the location at which a meeting occurs may nevertheless hear or otherwise communicate at substantially the same time with other persons at the meeting and have access to materials necessary to participate or vote in the meeting to the extent of the persons authorization to participate or vote. (42) Secretary, when used in the context of a corporate official, means the corporate officer to whom the board of directors has delegated responsibility under ORS 65.371 for preparing the minutes of the board of directors meetings and membership meetings and for authenticating the records of the corporation. (43) Shell entity means an entity that has the characteristics described in ORS