reglab/housing_qa huggingface dataset:
OR Rev Stat § 60.364 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.364 - Loans to directors.

(1) Except as provided by subsection (3) of this section, a corporation may not lend money to or guarantee the obligation of a director of the corporation unless: (a) The particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, excluding the votes of shares owned by or voted under the control of the benefited director; or (b) The corporation’s board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees. (2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan. (3) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations. [1987 c.52 §87]
OR Rev Stat § 60.367 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.367 - Liability for unlawful distributions.

(1) Unless the director complies with the applicable standards of conduct described in ORS 60.357, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation. (2) A director held liable for an unlawful distribution under subsection (1) of this section is entitled to contribution: (a) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in ORS 60.357; and (b) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or the articles of incorporation. [1987 c.52 §88]
OR Rev Stat § 60.371 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.371 - Required officers.

(1) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws which shall include a president and a secretary. (2) A duly appointed officer may appoint one or more officers or assistant officers if such appointment is authorized by the bylaws or the board of directors. (3) The secretary shall have the responsibility for preparing minutes of the directors’ and shareholders’ meetings and for authenticating records of the corporation. (4) The same individual may simultaneously hold more than one office in a corporation. [1987 c.52 §89]
OR Rev Stat § 60.374 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.374 - Duties of officers.

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. [1987 c.52 §90]
OR Rev Stat § 60.377 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.377 - Standard of conduct for officers.

(1) An officer with discretionary authority shall discharge the duties of an officer under that authority: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the officer reasonably believes to be in the best interests of the corporation. (2) In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (a) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (b) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence. (3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted. (4) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the office in compliance with this section. [1987 c.52 §91]
OR Rev Stat § 60.381 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.381 - Resignation and removal of officers.

(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective under ORS 60.034 unless the notice specifies a later effective time. If a resignation is made effective at a later time and the corporation accepts the future effective time, the corporation’s board of directors or the appointing officer may fill the pending vacancy before the effective time if the board of directors or the appointing officer provides that the successor does not take office until the effective time. (2) An officer may be removed at any time with or without cause by: (a) The board of directors; (b) The appointing officer, unless otherwise provided by the bylaws or the board of directors; or (c) Any other officer if authorized by the bylaws or the board of directors. (3) Once delivered, a notice of resignation is irrevocable unless the board of directors permits the revocation. (4) As used in this section, "appointing officer" means the officer or any successor to the officer who appointed the officer that is resigning or being removed. [1987 c.52 §92; 1993 c.403 §6; 2003 c.80 §13; 2017 c.55 §13]
OR Rev Stat § 60.384 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.384 - Contract right of officers.

(1) The appointment of an officer does not itself create contract rights. (2) Removal or resignation of an officer does not affect the contract rights, if any, of the corporation or the officer. [1987 c.52 §93]
OR Rev Stat § 60.387 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.387 - Definitions for ORS 60.387 to 60.414.

As used in ORS 60.387 to 60.414: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction. (2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the corporation’s request if the director’s duties to the corporation also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director. (3) "Expenses" include counsel fees. (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan or reasonable expenses incurred with respect to a proceeding. (5) "Officer" means an individual who is or was an officer of a corporation or an individual who, while an officer of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. An officer is considered to be serving an employee benefit plan at the corporation’s request if the officer’s duties to the corporation also impose duties on or include services by the officer to the employee benefit plan or to participants in or beneficiaries of the plan. "Officer" includes, unless the context requires otherwise, the estate or personal representative of an officer. (6) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. (7) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. [1987 c.52 §94]
OR Rev Stat § 60.391 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.391 - Authority to indemnify directors.

(1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if: (a) The conduct of the individual was in good faith; (b) The individual reasonably believed that the individual’s conduct was in the best interests of the corporation, or at least was not opposed to the corporation’s best interests; and (c) In the case of a criminal proceeding, the individual did not have reasonable cause to believe the individual’s conduct was unlawful. (2) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (1)(b) of this section. (3) Terminating a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or the equivalent of nolo contendere does not, of itself, determine that the director did not meet the standard of conduct described in this section. (4) A corporation may not indemnify a director under this section in connection with: (a) A proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) A proceeding that charged the director with and adjudged the director liable for improperly receiving a personal benefit. (5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. (6)(a) A corporation that provides indemnification to a director in accordance with the corporation’s articles of incorporation or bylaws may not amend the articles of incorporation or bylaws so as to eliminate or impair the director’s right to indemnification after an act or omission occurs that subjects the director to a proceeding or to liability for which the director seeks indemnification under the terms of the articles of incorporation or bylaws. (b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to indemnification if at the time the act or omission occurred the corporation’s articles of incorporation or bylaws explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1987 c.52 §95; 2011 c.227 §1]
OR Rev Stat § 60.394 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.394 - Mandatory indemnification.

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. [1987 c.52 §96]
OR Rev Stat § 60.397 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.397 - Payment of director’s expenses in connection with proceeding.

(1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (a) The director furnishes the corporation with a signed written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 60.391; and (b) The director furnishes the corporation with a written undertaking, signed personally or on the director’s behalf, to repay the advance if the director is ultimately determined not to have met the standard of conduct. (2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. (3) An authorization of payments under this section may be made by provision in the articles of incorporation or bylaws, by a resolution of the shareholders or board of directors or by contract. (4)(a) A corporation that authorizes payments in accordance with subsection (3) of this section may not amend or rescind the articles of incorporation, bylaws or resolution that authorizes the payments so as to eliminate or impair a director’s right to payments after an act or omission occurs that subjects the director to a proceeding for which the director seeks payment. (b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to payments if at the time the act or omission occurred the corporation’s articles of incorporation, bylaws or resolution explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1987 c.52 §97; 2011 c.227 §2; 2017 c.55 §14]
OR Rev Stat § 60.401 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.401 - Court-ordered indemnification.

Unless the corporation’s articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines: (1) The director is entitled to mandatory indemnification under ORS 60.394, in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or (2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in ORS 60.391 or was adjudged liable as described in ORS 60.391 (4), whether the liability is based on a judgment, settlement or proposed settlement or otherwise. [1987 c.52 §98]
OR Rev Stat § 60.404 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.404 - Determination and authorization of indemnification.

(1) A corporation may not indemnify a director under ORS 60.391 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in ORS 60.391. (2) A determination that indemnification of a director is permissible shall be made: (a) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (b) If a quorum cannot be obtained under paragraph (a) of this subsection, by a majority vote of a committee duly designated by the board of directors consisting solely of two or more directors not at the time parties to the proceeding. However, directors who are parties to the proceeding may participate in designation of the committee; (c) By special legal counsel selected by the board of directors or its committee in the manner prescribed in paragraph (a) or (b) of this subsection or, if a quorum of the board of directors cannot be obtained under paragraph (a) of this subsection and a committee cannot be designated under paragraph (b) of this subsection, the special legal counsel shall be selected by majority vote of the full board of directors, including directors who are parties to the proceeding; or (d) By the shareholders. (3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (2)(c) of this section to select counsel. [1987 c.52 §99]
OR Rev Stat § 60.407 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.407 - Indemnification of officers, employees and agents.

Unless a corporation’s articles of incorporation provide otherwise: (1) An officer of the corporation is entitled to mandatory indemnification under ORS 60.394, and is entitled to apply for court-ordered indemnification under ORS 60.401, in each case to the same extent as a director under ORS 60.394 and 60.401. (2) The corporation may indemnify and advance expenses under ORS 60.387 to 60.411 to an officer, employee or agent of the corporation to the same extent as to a director. [1987 c.52 §100]
OR Rev Stat § 60.411 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.411 - Insurance.

A corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The corporation may purchase and maintain the insurance even if the corporation has no power to indemnify the individual against the same liability under ORS 60.391 or 60.394. [1987 c.52 §101]
OR Rev Stat § 60.414 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.414 - Application of ORS 60.387 to 60.411.

(1) The indemnification and provisions for advancement of expenses provided by ORS 60.387 to 60.411 shall not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the corporation’s articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of shareholders 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 shareholders or any resolution or agreement approved, adopted or ratified, before or after such indemnification or agreement is made, by the shareholders, 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 60.047 (2)(d); 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 60.404. (2) If articles of incorporation limit indemnification or advance of expenses, any indemnification and advance of expenses are valid only to the extent consistent with the articles of incorporation. (3) ORS 60.387 to 60.411 do not limit a corporation’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to a proceeding. [1987 c.52 §102; 1991 c.883 §7]
OR Rev Stat § 60.431 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.431 - Authority.

(1) A corporation may amend its articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as amended would be permitted under this chapter as of the effective date of the amendment. (2) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, purpose or duration of the corporation. [1987 c.52 §103]
OR Rev Stat § 60.434 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.434 - Amendment by board of directors.

Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action to: (1) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) Delete the names and addresses of the initial directors; (3) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the office of the Secretary of State; (4) Delete the mailing address if an annual report has been filed with the office of the Secretary of State; (5) Change the corporate name by substituting 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 for the name; (6) In the case of a corporation registered as an open-end investment company under the Investment Company Act of 1940, as amended, increase or decrease the number of shares the corporation is authorized to issue; or (7) Make any other change expressly permitted by this chapter to be made without shareholder action. [1987 c.52 §104; 1989 c.1040 §23; 1991 c.883 §8; 1997 c.249 §25]