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

ORS 65.227. Voting entitlement of members. (1) Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter on which the members vote. Except as expressly prohibited in this chapter, the articles of incorporation or bylaws may provide for different allocations of votes among member classes or exclude the members or some or all member classes from voting on any issue on which a member or class of members would otherwise be entitled to vote under this chapter. (2) Unless the articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, with respect to voting the persons acts have the following effect: (a) If only one person votes, the persons act binds all persons in whose names the membership stands; and (b) If more than one person votes, the vote is divided on a pro rata basis among the persons in whose names the membership stands. (3) If a class is entitled to vote as a class for directors, a determination of the voting power of the class must be based on the percentage of the number of directors the class may elect out of the total number of authorized directors.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.231. Proxies. (1) Unless a corporations articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by the members attorney-in-fact. (2) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form. (3) An appointment of a proxy is revocable by the member. (4) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxys authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. (5) Appointment of a proxy is revoked by the person that appoints the proxy: (a) Attending any meeting and voting in person; or (b) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form. (6) Subject to ORS 65.237 and any express limitation on the proxys authority appearing on the face of the appointment form, a corporation is entitled to accept the proxys vote or other action as that of the member that makes the appointment.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.234. Adjournment. Unless otherwise provided in the articles of incorporation or bylaws, a majority of votes represented at a meeting of members, whether or not a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any member of any adjournment, except as such notice may be required by ORS 65.214 (4). At the adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.237. Corporations acceptance of votes. (1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member. (2) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if: (a) The member is an entity and the name signed purports to be that of an officer or agent of the entity; (b) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatorys authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment; (c) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; or (d) In the case of a mutual benefit corporation: (A) The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; or (B) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment. (3) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatorys authority to sign for the member. (4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. (5) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.241. Quorum requirements. (1) Unless the articles of incorporation or bylaws provide for a higher quorum, votes represented at a meeting of members constitute a quorum. (2) An amendment to the articles of incorporation or bylaws to decrease the quorum for any action of the members may be approved by the members or, unless prohibited by the articles of incorporation or bylaws, by the board of directors. (3) An amendment to the articles of incorporation or bylaws to increase the quorum required for any action of the members must be approved by the members.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.244. (1) A corporations board of directors may amend or repeal the corporations bylaws unless: (a) The articles of incorporation or this chapter reserve the power to amend or repeal exclusively to the members, or to a party authorized under ORS 65.467, or both, in whole or in part; or (b) The members entitled to vote on bylaws, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw. (2) A corporations members entitled to vote on bylaws, subject to ORS 65.467, may amend or repeal the corporations bylaws even though the bylaws may also be amended or repealed by the corporations board of directors.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.247. Cumulative voting for directors. (1) If the articles of incorporation or bylaws provide for cumulative voting by members, members may vote cumulatively by multiplying the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates. (2) Cumulative voting is not authorized at a particular meeting unless: (a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or (b) A member gives notice during the meeting and before the vote is taken of the members intent to vote cumulatively, and if one member gives this notice all other members participating in the election may vote cumulatively without giving further notice. (3)(a) Except as provided in paragraph (b) of this subsection, members may, without cause, remove a director who was elected by cumulative voting if the members act in accordance with ORS 65.324. (b) A proposal to remove a director who was elected by cumulative voting fails if the number of votes that members cast against the proposal to remove the director, or that fail to consent in writing to the removal, would have been sufficient to elect the director under these circumstances: (A) The members had voted cumulatively at an election that occurred at the time the director was last elected; (B) All directors authorized to serve on the board of directors were subject to election at that time; and (C) If during the election: (i) The members had cast the same total number of votes; or (ii) All memberships entitled to vote were voted, if the election was by written ballot. (4) Members may not vote cumulatively if the directors and members are identical.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.251. Other methods of electing directors. A corporation may provide in the corporations articles of incorporation or bylaws for election of directors by members or delegates: (1) On the basis of chapter or other organizational unit; (2) By region or other geographic unit; (3) By preferential voting; or (4) By any other reasonable method. [1989 c.1010 66; 2019 c.174 50] (Voting Agreements)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.254. Voting agreements. (1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to 10 years. For public benefit corporations such agreements must have a reasonable purpose not inconsistent with the corporations public or charitable purposes. (2) A voting agreement created under this section is specifically enforceable. [1989 c.1010 69] CORPORATE ACTIONS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.260. Definitions for ORS 65.260 to 65.281. As used in ORS 65.260 to 65.281: (1) Corporate action means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporations behalf. (2) Corrected corporate action means a corporate action that a corporation ratifies in accordance with ORS 65.260 to 65.281. (3) Date of the defective corporate action means the date, or the approximate date, on which a corporation took a defective corporate action. (4) Defective corporate action means an action that, but for a failure of authorization, is within the corporations power to take and would have been within the corporations power to take at the time the corporation took the action. (5) Effective date of validation means, irrespective of a filing or the pendency of a judicial proceeding under ORS 65.281 and unless a court orders otherwise, the later of the time at which: (a) The members of the corporation approve a ratification of a defective corporate action or, if the ratification does not require member approval, the date on which the notice described in ORS 65.272 becomes effective in accordance with ORS 65.034; or (b) Articles of validation filed in accordance with ORS 65.278 become effective. (6) Failure of authorization means a failure to authorize, approve or otherwise effect a corporate action in compliance with this chapter, the corporations articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party if, and to the extent that, the failure renders the corporate action void or voidable.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.263. Defective corporate action; ratification or validation; effective date. (1) A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS 65.266 or validates the defective corporate action in accordance with ORS 65.278. (2) Ratification under ORS 65.266 or validation under ORS 65.278 is not the exclusive means of ratifying or validating a defective corporate action. An absence or failure to ratify or validate a corporate action in accordance with ORS 65.260 to 65.281 does not: (a) Affect the validity or effectiveness of a corporate action that is properly ratified under common law or otherwise; or (b) Create a presumption that the corporate action is or was a defective corporate action or is or was void or voidable.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.266. Ratification by board of directors; procedure; submission to shareholders. (1) Except as provided in ORS 65.263 (2), a corporations board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall: (a) Identify the defective corporate action the proposal seeks to ratify; (b) State the date on which the defective corporate action occurred; (c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and (d) State that the board of directors intends to ratify the defective corporate action. (2) If the board of directors proposes to ratify a defective corporate action that relates to the election under ORS 65.057 of an initial board of directors, a majority of the individuals who are exercising the powers of the corporations directors, in a notice of the proposal to ratify the defective corporate action, shall: (a) Identify the person or persons who first took action in the name of the corporation as the initial board of directors; (b) State the date on which, as appropriate, the person or persons: (A) First took the action; or (B) Were purportedly elected as the initial board of directors; (c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and (d) State that the board of directors intends to ratify the defective corporate action. (3) If the board of directors takes action to ratify a defective corporate action, the board shall submit the ratification to the members of the corporation, if any, for approval in accordance with ORS 65.269 if a provision of this chapter, the corporations articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party requires member approval of the ratification or would have required member approval of the defective corporate action on the date of the defective corporate action. (4) Unless the proposal for ratification under subsection (1) of this section provides otherwise, after the board of directors ratifies the defective corporate action and the members, if required, approve the ratification, the board of directors may abandon the ratification at any time before the effective date of validation without further action from the members.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.269. Quorum; notice to shareholders of proposed ratification. (1) Quorum and voting requirements that applied to the board of directors at the time a corporation took a defective corporate action apply also to the board of directors in taking an action to ratify the defective corporate action. (2)(a) Except as provided in paragraph (b) of this subsection, if the members of a corporation must, under ORS 65.266 (3), approve a ratification of a defective corporate action at a meeting, the corporation shall send notice of the meeting to each person, whether or not the person may vote, that is a member of the corporation on: (A) The record date for notice of the meeting; and (B) The date of the defective corporate action. (b) A corporation need not send notice to a person that is a member if the corporation cannot determine from the corporations records the persons identity or contact information for notice. (3) A notice under subsection (2) of this section must: (a) State that the purpose, or one of the purposes, of the meeting is to consider an approval of the ratification of a defective corporate action. (b) Include a copy of the action the board of directors took in accordance with, or information required under, ORS 65.266. (c)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 65.281. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice. (B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 65.281, the notice must: (i) State the date on which the corporation anticipates that a person must bring an action; or (ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation. (4)(a) Except as provided in paragraph (b) of this subsection, if a board of directors ratification of a defective corporate action under ORS 65.266 requires member approval, the quorum and voting requirements that applied to members at the time the members approved the defective corporate action apply also to the members approval of the ratification of the defective corporate action. (b) Member approval of a ratification of an election of a director requires that at a meeting at which a quorum is present the number of votes that members cast that favor the ratification exceeds the number of votes that members cast that oppose the ratification.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.272. Notice of ratification by board of directors. (1)(a) Except as provided in paragraph (b) of this subsection, unless the members of a corporation must approve a ratification of a defective corporate action under ORS 65.266 (3), the corporation shall send notice of the ratification to each person, whether or not the person may vote, that is a member of the corporation on: (A) The later of the date on which the board of directors ratified the defective corporate action or the members approved the ratification; and (B) The date of the defective corporate action. (b) A corporation need not send notice to a person that is a member of the corporation if the corporation cannot determine from the corporations records the persons identity or contact information for notice. (2) A notice under subsection (1) of this section must: (a) Provide a copy of the action the board of directors took and the information required under ORS 65.266. (b)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 65.281. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice. (B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 65.281, the notice must: (i) State the date on which the corporation anticipates that a person must bring an action; or (ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation. (3) A corporation need not send a notice under this section with respect to a ratification that the corporation must submit to members for approval if the corporation sends notice in accordance with ORS 65.269. (4) A corporation may send a notice required under this section by any method permitted under ORS 65.034.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.275. Corrected corporate action; validity; effective date. (1) On and after the date on which a corporation ratifies a defective corporate action under ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.278. Articles of validation; filing with Secretary of State. (1) If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of States filing the articles of validation amends, supplements or replaces, as appropriate, any previous filing with respect to the defective corporate action. (2) Articles of validation must: (a) Describe the defective corporate action that the articles of validation seek to amend, supplement or replace; (b) Specify the date of the defective corporate action; (c) Specify the nature of the failure of authorization; (d) State that the corporations board of directors ratified the defective corporate action and that, if necessary, the members approved the ratification; (e) List the dates of ratification and approval; and (f) State the information provided in a notification under ORS 65.266. (3)(a) If a corporation previously filed a document related to a defective corporate action but the articles of validation a corporation submits for filing under subsection (1) of this section do not need to change any information in the previously filed document to give effect to the corporations ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must: (A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and (B) Include a copy of the previously filed document. (b) If a corporation previously filed a document related to a defective corporate action and the articles of validation a corporation submits for filing under subsection (1) of this section must change information in the previously filed document to give effect to the corporations ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must: (A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and (B) Include a copy of the previously filed document together with a document that specifies the necessary corrections to the previously filed document. (c) If a corporation did not previously file a document related to a defective corporate action that a provision of this chapter would have required to be filed to give effect to the defective corporate action, the articles of validation a corporation submits for filing under subsection (1) of this section must have the information required under subsection (2) of this section and must include the document the corporation should have filed previously.