reglab/housing_qa huggingface dataset:
OR Rev Stat § 65.374 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.374 - Duties and authority 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 and authority 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. [1989 c.1010 §94]
OR Rev Stat § 65.377 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.377 - Standards of conduct for officers.

(1) An officer shall discharge the officer’s duties: (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; (b) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence; or (c) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented. (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 to the corporation, any member or other person for any action taken or not taken as an officer if the officer acted in compliance with this section. The liability of the officer for monetary damages to the corporation and the corporation’s members may be eliminated or limited in the corporation’s articles of incorporation to the extent provided in ORS 65.047 (2)(c). [1989 c.1010 §95; 2019 c.174 §70]
OR Rev Stat § 65.381 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.381 - 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 65.034 unless the notice specifies a later effective date. If a resignation specifies a later effective date and the corporation accepts the later effective date, the corporation’s board of directors or any other person authorized under the articles of incorporation or bylaws may fill the pending vacancy before the effective date if the board or any other person provides that the successor does not take office until the effective date. (2) A board of directors or any other person authorized under the articles of incorporation or bylaws to elect or appoint an officer may remove any officer the board or any other person is entitled to elect or appoint, at any time with or without cause. (3) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. [1989 c.1010 §96; 1991 c.231 §8; 2019 c.174 §71]
OR Rev Stat § 65.384 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.384 - Contract rights 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. [1989 c.1010 §97]
OR Rev Stat § 65.387 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.387 - Definitions for ORS 65.387 to 65.414.

As used in ORS 65.387 to 65.414: (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 business or nonprofit 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 attorney 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 actually 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. [1989 c.1010 §98]
OR Rev Stat § 65.391 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.391 - Authority to indemnify.

(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 conduct of the individual 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 requirements 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. [1989 c.1010 §99; 2011 c.227 §5]
OR Rev Stat § 65.394 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.394 - 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 actually incurred by the director in connection with the proceeding. [1989 c.1010 §100; 2005 c.22 §46]
OR Rev Stat § 65.397 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.397 - Advance for expenses.

(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 a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 65.391; and (b) The director furnishes the corporation a written undertaking, executed 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 members 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. [1989 c.1010 §101; 2011 c.227 §6]
OR Rev Stat § 65.401 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.401 - 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 in the amount it considers proper if it determines: (1) The director is entitled to mandatory indemnification under ORS 65.394, 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 65.391 (1) or was adjudged liable as described in ORS 65.391 (4), whether the liability is based on a judgment, settlement or proposed settlement or otherwise. [1989 c.1010 §102]
OR Rev Stat § 65.404 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.404 - Determination and authorization of indemnification.

(1) A corporation may not indemnify a director under ORS 65.391 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 65.391. (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; (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 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 members of a mutual benefit corporation, but directors who are at the time parties to the proceeding may not vote on the determination. (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. (4) A director of a public benefit corporation may not be indemnified until 20 days after the effective date of written notice to the Attorney General of the proposed indemnification. [1989 c.1010 §103]
OR Rev Stat § 65.407 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.407 - 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 65.394, and is entitled to apply for court-ordered indemnification under ORS 65.401 in each case, to the same extent as a director under ORS 65.394 and 65.401. (2) The corporation may indemnify and advance expenses under ORS 65.387 to 65.411 an officer, employee or agent of the corporation who is not a director to the same extent as to a director. [1989 c.1010 §104]
OR Rev Stat § 65.411 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.411 - 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 business or nonprofit 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 65.391 or 65.394. [1989 c.1010 §105]
OR Rev Stat § 65.414 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 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 corporation’s 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 65.404. (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 65.387 to 65.411 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. (4) A report of indemnification must be made in accordance with ORS 65.784. [1989 c.1010 §106; 1991 c.231 §9]
OR Rev Stat § 65.431 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.431 - Authority.

(1) A corporation may amend the corporation’s 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 corporation’s or religious corporation’s 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. [1989 c.1010 §107; 2019 c.174 §72]
OR Rev Stat § 65.434 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.434 - Amendment by directors.

(1) Unless a corporation’s articles of incorporation provide otherwise, the corporation’s board of directors may adopt one or more amendments to the corporation’s 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 corporation’s incorporators, until directors have been chosen, and thereafter the corporation’s board of directors, may adopt one or more amendments to the corporation’s 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. [1989 c.1010 §108; 1991 c.231 §10; 2019 c.174 §73]