reglab/housing_qa huggingface dataset:
OR Rev Stat § 65.144 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.144 - Rights and obligations of members.

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, members of the corporation have the same rights and obligations. The articles of incorporation or bylaws may establish classes of membership with different rights or obligations. Rights that members have, unless the corporation’s articles of incorporation or bylaws provide otherwise, include rights to: (a) Elect directors, as provided in ORS 65.311; (b) Remove directors, as provided in ORS 65.324; (c) Vote on any change to the number of directors, including a change to a fixed number of directors, a change to a variable range in the number of possible directors or a change from a fixed number of directors to a variable range in the number of possible directors, as provided in ORS 65.307; (d) Vote to sell, transfer, lease, exchange, option, convey or otherwise dispose of the corporation’s assets or to merge the corporation’s assets with the assets of another entity, as provided in ORS 65.803; (e) Vote to dissolve the corporation, as provided in ORS 65.624; and (f) Approve a conflict of interest transaction, as provided in ORS 65.361, if the member is a voting member of a mutual benefit corporation. (2) Notwithstanding a provision in a corporation’s articles of incorporation or bylaws, a member has a right to: (a) Vote on an action or an amendment to the articles of incorporation if the action or amendment would reduce or eliminate the member’s right to vote; and (b) Inspect and copy the corporation’s records, as provided in ORS 65.774. [1989 c.1010 §42; 2019 c.174 §31]
OR Rev Stat § 65.147 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.147 - Transfers.

(1) Except as provided in ORS 65.231 pertaining to proxies or as set forth in or authorized by the articles of incorporation or bylaws, a member may not transfer a membership or any right arising from a membership. (2) A member of a public benefit corporation or religious corporation may not transfer for value a membership or any right arising from a membership, unless the transferring member is a public benefit corporation or religious corporation. (3) If transfer rights have been provided, a restriction on the transfer rights is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member. [1989 c.1010 §43; 2019 c.174 §32]
OR Rev Stat § 65.151 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.151 - Member’s liability to third parties.

A member of a corporation is not personally liable for the acts, debts, liabilities or obligations of the corporation merely by reason of being a member. [1989 c.1010 §44]
OR Rev Stat § 65.154 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.154 - Member’s liability for dues, assessments and fees.

A member may become liable to a corporation for dues, assessments or fees. A provision of the articles of incorporation or bylaws or a resolution the board of directors adopts to authorize or impose dues, assessments or fees does not, of itself, create liability to pay the obligation, but nonpayment may constitute grounds for expelling or suspending the member or suspending or terminating the membership without a hearing. [1989 c.1010 §45; 2019 c.174 §33]
OR Rev Stat § 65.157 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.157 - Creditor’s action against member.

(1) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation arising from membership unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless obtaining such judgment and execution would be useless. (2) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor’s proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation arising from membership may be joined in such proceeding. [1989 c.1010 §46]
OR Rev Stat § 65.164 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.164 - Resignation.

(1) A member may resign at any time. (2) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation. [1989 c.1010 §47]
OR Rev Stat § 65.167 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.167 - Termination, expulsion or suspension.

(1) A member of a public benefit corporation or mutual benefit corporation may not be expelled or suspended, and a membership or memberships in such corporations may not be terminated or suspended, except in accordance with a procedure that is fair and reasonable and is carried out in good faith. (2) A procedure is fair and reasonable if the procedure takes account of all relevant facts and circumstances or if the articles of incorporation or bylaws set forth a procedure that: (a) Gives the member notice in accordance with ORS 65.034 not less than 15 days before the expulsion, suspension or termination and states in the notice the reasons for the expulsion, suspension or termination; and (b) Provides an opportunity not less than five days before the effective date of the expulsion, suspension or termination for the member to be heard, orally or in writing by a person or persons authorized to withdraw the proposed expulsion, termination or suspension. (3) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension or termination. (4) A member who has been expelled or suspended, or whose membership has been suspended or terminated, may be liable to the corporation for dues, assessments or fees as a result of obligations incurred by the member before expulsion, suspension or termination. [1989 c.1010 §48; 2005 c.22 §44; 2019 c.174 §34]
OR Rev Stat § 65.171 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.171 - Acquiring memberships.

(1) A public benefit corporation or religious corporation may not acquire for value any of the corporation’s memberships or any right arising from a membership, unless the member is a public benefit corporation or religious corporation. (2) A mutual benefit corporation may acquire the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by the mutual benefit corporation’s articles of incorporation or bylaws. (3) An acquisition of memberships may not be made in violation of ORS 65.551 or 65.554. [1989 c.1010 §49; 2019 c.174 §35]
OR Rev Stat § 65.174 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.174 - Derivative suits.

(1) A proceeding may be brought in the right of a domestic corporation or foreign corporation to procure a judgment in the corporation’s favor by: (a) Any member or members having two percent or more of the voting power or by 20 members, whichever is less; (b) Any director; or (c) The Attorney General, if the domestic corporation or foreign corporation is a public benefit corporation or a religious corporation. (2) In a proceeding brought under this section, each member complainant must have been a member when the transaction complained of occurred. (3) A complaint in a proceeding brought in the right of a corporation must allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed. (4) The complainants shall notify the Attorney General within 10 days after commencing any proceeding under this section if the proceeding involves a public benefit corporation or religious corporation or assets held in charitable trust by a mutual benefit corporation. (5) A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s members or a class of members, the court shall direct that notice be given the members affected. [1989 c.1010 §50; 2019 c.174 §36]
OR Rev Stat § 65.177 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.177 - Delegates.

(1) A corporation may provide in the corporation’s articles of incorporation or bylaws for delegates having some or all of the authority of members. (2) The articles of incorporation or bylaws may set forth provisions relating to: (a) The characteristics, qualifications, rights, limitations and obligations of delegates, including the selection and removal of delegates; (b) Providing notice to and calling, holding and conducting meetings of delegates; and (c) Carrying on corporate activities during and between meetings of delegates. [1989 c.1010 §51; 2019 c.174 §37]
OR Rev Stat § 65.201 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.201 - Annual and regular meetings.

(1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (2) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws. (3) An annual and regular membership meeting may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the board’s specification is not inconsistent with the bylaws. If the board of directors does not determine that the annual and regular meeting will occur solely by means of remote communication and a place for the annual and regular meeting is not stated in or otherwise fixed in accordance with the bylaws, the annual and regular meeting must be held at the corporation’s principal office. (4) At the annual meeting: (a) The president, and any other officer the board of directors or the president may designate, shall report on the activities and financial condition of the corporation; and (b) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of ORS 65.214. (5) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of ORS 65.214. (6) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action. [1989 c.1010 §52; 2013 c.274 §8]
OR Rev Stat § 65.204 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.204 - Special meeting.

(1) A corporation with members shall hold a special meeting of members: (a) At the call of the corporation’s board of directors or of the person or persons that the articles of incorporation or bylaws authorize to call the meeting; or (b) Except as provided in the articles of incorporation or bylaws, if the holders of at least five percent of the voting power of any corporation sign, date and deliver to the corporation’s secretary one or more written demands for the meeting that describe the purpose or purposes for which the meeting is to be held. (2) If not otherwise fixed under ORS 65.207 or 65.221, the record date for members entitled to demand a special meeting is the date the first member signs the demand. (3) If a notice for a special meeting demanded under subsection (1)(b) of this section is not given under ORS 65.214 within 30 days after the date the written demand or demands are delivered to the corporation’s secretary, or if the date of the meeting is not set within 30 days after the date the notice is given, regardless of the requirements of subsection (4) of this section a person that signs the demand or demands may set the time and place of the meeting and give notice in accordance with ORS 65.214. (4) A special meeting of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the board’s specification is consistent with the bylaws. If the board of directors does not determine that the special meeting will occur solely by means of remote communication and a place for the special meeting is not stated in or otherwise fixed in accordance with the bylaws, the special meeting must be held at the corporation’s principal office. (5) Only matters within the purpose or purposes described in the meeting notice required by ORS 65.214 may be conducted at a special meeting of members. [1989 c.1010 §53; 2013 c.274 §9; 2019 c.174 §38]
OR Rev Stat § 65.205 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.205 - Participation in meeting by remote communication.

(1)(a) Members that are not physically present for a membership meeting may participate in, be deemed present in person at and vote at the membership meeting if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board adopts. (b) Before a board of directors may authorize members to participate in a membership meeting by remote communication, the corporation shall implement measures to: (A) Verify that a person that is participating in the membership meeting by remote communication is a member; and (B) Ensure that a member may participate by remote communication in an effective manner. (c) The corporation shall maintain a record of the vote or other action of a member that participates in a membership meeting by remote communication. (2) A notice of a membership meeting at which the board authorizes participation by remote communication shall state that the board authorizes participation by remote communication and shall describe how a member may notify the corporation that the member intends to participate in the membership meeting by remote communication. [2013 c.274 §16] Note: 65.205 was added to and made a part of ORS chapter 65 by legislative action but was not added to any smaller series therein. See Preface to Oregon Revised Statutes for further explanation.
OR Rev Stat § 65.207 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.207 - Court-ordered meeting; attorney fees.

(1) The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the registered office of the corporation is or was last located, may summarily order a meeting to be held: (a) On application of any member or other person entitled to participate in an annual or regular meeting or, if the corporation is a public benefit corporation, the Attorney General, if the corporation did not hold an annual meeting within the earlier of six months after the end of the corporation’s fiscal year or 15 months after the corporation’s last annual meeting; (b) On application of any member or other person entitled to participate in a regular meeting or, if the corporation is a public benefit corporation, the Attorney General, if a regular meeting is not held within 40 days after the date the regular meeting was required to be held; (c) On application of a member who signed a demand for a special meeting valid under ORS 65.204, a person or persons entitled to call a special meeting or, if the corporation is a public benefit corporation, the Attorney General, if notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation’s secretary or the special meeting was not held in accordance with the notice; or (d) In accordance with ORS 65.281 for the purpose of approving a ratification of a defective corporate action, as defined in ORS 65.260. (2) The court may fix the time and place of the meeting, determine the members entitled to participate in the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting. (3)(a) Except as provided in paragraph (b) of this subsection, the court may award reasonable attorney fees to the prevailing party in an action under this section. (b) The court may not award attorney fees to the state or a political subdivision of the state if the state or political subdivision prevails in an action under this section. (4) The request must be set for hearing at the earliest possible time and must take precedence over all matters, except matters of the same character and hearings on preliminary injunctions under ORCP 79 B(3). A court may not issue an order under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless the court fixes a different period in the order. [1989 c.1010 §54; 1995 c.696 §14; 2019 c.174 §39; 2019 c.325 §24a]
OR Rev Stat § 65.211 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.211 - Action without meeting.

(1) Unless a corporation’s articles of incorporation or bylaws specify that a members’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date. If in taking an action without a meeting the corporation complies with the requirements of ORS 65.212, the requirements in this subsection that all members entitled to vote on the action must take the action and must sign a written consent describing the action do not apply. (2) If not otherwise determined under ORS 65.207 or 65.221, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section. (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. [1989 c.1010 §55; 2019 c.174 §40]
OR Rev Stat § 65.212 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.212 - Members’ use of electronic mail or other electronic means to discuss issues or take action.

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s members may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the members to take at a 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 member provided to the corporation for receiving communications from the corporation an electronic mail announcement that states that the members 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 members 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 member may record the member’s vote. (c) The corporation shall include the electronic mail announcement described in this subsection and a record of the members’ votes in the minutes for the meeting or shall file the announcement and record of the members’ votes in documents that reflect the action that the members took. (3) Notwithstanding subsection (1) of this section, a corporation’s members 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 member. (4) A member may change the member’s 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 members at the time the members take an action by means of electronic mail or by other electronic means is an act of the members, unless a corporation’s articles of incorporation or bylaws require an affirmative vote of a greater number of members. The members’ 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 members’ 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) Unless a record date for determining members who may take an action without a meeting under this section is set in accordance with ORS 65.207 or 65.221, the record date is the date of the electronic mail announcement described in subsection (2)(a) of this section. (8) Members may use electronic mail to discuss an issue that comes before the members. [2019 c.174 §4; 2021 c.389 §1]