reglab/housing_qa huggingface dataset:
OR Rev Stat § 65.334 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.334 - Vacancy on board.

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) The members entitled to vote for directors, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if the vacancy is filled by the members; (b) The board of directors may fill the vacancy; or (c) If the directors remaining in office constitute fewer than a quorum of the board of directors, the board of directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (2) Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (3) If a vacant office was held by a designated director, the vacancy must be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable provision in the articles of incorporation or bylaws, the board of directors may not fill the vacancy. (4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under ORS 65.321 (2) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [1989 c.1010 §80; 2019 c.174 §58]
OR Rev Stat § 65.335 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.335 - Compensation of directors.

Unless a corporation’s articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. [1989 c.1010 §81; 2019 c.174 §59]
OR Rev Stat § 65.337 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.337 - Regular and special meetings.

(1) If the time and place of a board of directors’ meeting is fixed by the bylaws, or is scheduled by the board of directors in a manner that informs all directors of the time and place without additional notice, the meeting is a regular meeting. All other meetings are special meetings. (2) The board of directors may hold regular or special meetings in or out of this state. (3) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously communicate during the meeting. (4) If a meeting is conducted in accordance with subsection (3) of this section: (a) All participating directors must be informed that a meeting is taking place at which official business may be transacted; and (b) A director participating in the meeting is, for the purposes of transacting any official business, present in person at the meeting. [1989 c.1010 §82; 2005 c.161 §1; 2019 c.174 §60]
OR Rev Stat § 65.341 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.341 - Action without meeting.

(1) Unless the articles of incorporation or bylaws specify that a board of directors’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. (2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date. (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 §83; 2005 c.161 §2; 2019 c.174 §61]
OR Rev Stat § 65.343 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.343 - Board of directors’ use of electronic means to take action; announcement required before taking action; contents of announcement; exceptions; effect and effective date of action taken by electronic means.

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s board of directors may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the board of directors to take at a board of directors 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 director provided to the corporation for receiving communications from the corporation an electronic mail announcement that states that the board of directors 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 board of directors 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 director may record the director’s vote. (c) The corporation shall include the electronic mail announcement described in this subsection and a record of the directors’ votes in the minutes for the directors’ meeting or shall file the announcement and record of the directors’ votes in documents that reflect the action that the board took. (3) Notwithstanding subsection (1) of this section, a corporation’s board of directors 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 director. (4) A director may change the director’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 directors who hold office at the time the board of directors takes an action by means of electronic mail or by other electronic means is an act of the board, unless a corporation’s articles of incorporation or bylaws require an affirmative vote of a greater number of directors. The board’s 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 board of directors’ 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) The board of directors may, without complying with all of the requirements of this section, use electronic mail to discuss, but not take action on, an issue that comes before the board. [2021 c.389 §4]
OR Rev Stat § 65.344 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.344 - Call and notice of meetings.

(1) Unless the articles of incorporation, bylaws or this chapter provides otherwise, regular meetings of the board of directors may be held without additional notice of the date, time, place or purpose of the meeting. (2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, a corporation shall give notice of the date, time and place of special meetings of the board of directors to each director in accordance with ORS 65.034 and at least two days before the meeting. Unless the articles of incorporation, bylaws or this chapter provides otherwise, the notice need not describe the purposes of the special meeting. (3) Unless the articles of incorporation or bylaws provide otherwise, the presiding officer of the board of directors, the president or 20 percent of the directors then in office may call and give notice of a meeting of the board. [1989 c.1010 §84; 2019 c.174 §62]
OR Rev Stat § 65.347 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.347 - Waiver of notice.

(1) A director may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing and may be a document that is transmitted electronically. The waiver must also be signed by the director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or the corporate records. (2) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. [1989 c.1010 §85; 2019 c.174 §63]
OR Rev Stat § 65.351 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.351 - Quorum and voting.

(1) Unless the articles of incorporation or bylaws require a greater number or a lesser number than the number authorized under subsection (2) of this section, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins. (2) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors in office immediately before a meeting begins. (3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present when the act is taken is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. A director is considered present regardless of whether the director votes or abstains from voting. Each director has one vote and may not vote by proxy. (4) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (a) The director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or transacting the business at the meeting; (b) The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) The director delivers written notice of dissent or abstention to the presiding officer of the meeting before the meeting’s adjournment or to the corporation immediately after the meeting adjourns. The right of dissent or abstention is not available to a director who votes in favor of the action taken. [1989 c.1010 §86; 1991 c.231 §4; 2019 c.174 §64]
OR Rev Stat § 65.354 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.354 - Committees.

(1)(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees that exercise the authority of the board. The board may appoint directors to serve on a committee or designate the method of selecting committee members. Each committee must consist of two or more directors, who serve at the pleasure of the board. Only a director may serve as a voting member of a committee. (b) The creation of a committee and appointment of directors to the committee or designation of a method of selecting committee members under this subsection must be approved by the greater of: (A) A majority of all the directors in office when the action is taken; or (B) The number of directors required by the articles of incorporation or bylaws to take action under ORS 65.351. (2)(a) The board of directors may create committees to advise the board or otherwise serve the corporation. The board may appoint individuals to serve on a committee or specify a method for selecting committee members. A member of a committee the board creates under this subsection may be, but need not be, a director or a member of the corporation. (b) A committee the board creates under this subsection may not exercise the authority of the board of directors. (3) ORS 65.337 to 65.351, governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, also apply to committees and committee members. (4) Except as provided in subsections (2)(b) and (5) of this section, to the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee of the board may exercise the authority of the board of directors. (5) A committee the board creates under this section may not: (a) Authorize distributions; (b) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation’s assets; (c) Elect, appoint or remove directors or fill vacancies on the board or on any of the board’s committees; or (d) Adopt, amend or repeal the articles of incorporation or bylaws. (6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in ORS 65.357. [1989 c.1010 §87; 2019 c.174 §65]
OR Rev Stat § 65.357 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.357 - General standards for directors.

(1) A director shall discharge the duties of a director, including the director’s duties as a member of a committee: (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 director reasonably believes to be in the best interests of the corporation. (2) In discharging the duties of a director, a director 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 director reasonably believes to be reliable and competent in the matters presented; (b) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; (c) A committee of the board of directors of which the director is not a member, as to matters within the committee’s jurisdiction, if the director reasonably believes the committee merits confidence; or (d) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented. (3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted. (4) A director is not liable to the corporation, any member or any other person for any action taken or not taken as a director, if the director acted in compliance with this section. The liability of a director 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 §88; 2019 c.174 §66]
OR Rev Stat § 65.364 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.364 - Loans to or guarantees for directors and officers.

(1) A public benefit corporation or religious corporation may not make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer of the corporation, except as stated in this section. Unless prohibited by the corporation’s articles of incorporation or bylaws, a public benefit corporation or religious corporation may make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer as part of a recruitment package, for a total period not to exceed three years, provided that: (a) Approval of the loan, guarantee or modification is obtained in the manner provided in ORS 65.361 (2) and (5) for approval of issues involving director conflicts of interest; (b) Notice of the loan, guarantee or modification is given to the members of the public benefit corporation or religious corporation in the manner provided in ORS 65.784 for notice of certain acts of indemnification; and (c) Twenty or more days before the loan, guarantee or modification is to become binding on the public benefit corporation or religious corporation, written notice has been given to the Attorney General of the proposed recruitment package for the director or officer, including identification of the amount and character of all items of compensation and a separate statement of the amount and terms of any such loan, guarantee or modification. (2) A mutual benefit corporation may not lend money to or guarantee the obligation of a director of the mutual benefit corporation unless: (a) The particular loan or guarantee is approved by a majority of the votes of members entitled to vote, excluding the votes of members under the control of the benefited director; or (b) The mutual benefit corporation’s board of directors determines that the loan or guarantee benefits the mutual benefit corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees. (3) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan. [1989 c.1010 §90; 1991 c.231 §6; 2019 c.174 §68]
OR Rev Stat § 65.367 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.367 - Liability for unlawful distributions.

(1) Unless a director complies with the applicable standards of conduct described in ORS 65.357, 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. (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 65.357; and (b) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter or the articles of incorporation. [1989 c.1010 §91]
OR Rev Stat § 65.369 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.369 - Liability of qualified directors.

(1) The civil liability of a qualified director for the performance or nonperformance of the director’s duties shall be limited to gross negligence or intentional misconduct. (2) This section does not affect the civil liability of the entity which a qualified director serves. (3) For the purposes of this section, "qualified director" means a person who serves without compensation for personal services as: (a) A member of a board or commission of the state or a governmental subdivision for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of the board or commission but, notwithstanding ORS 30.265 (5), the entity is not thereby rendered immune from liability; (b) An officer, director or member of an executive board for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of a nonprofit corporation, unincorporated association or nonprofit cooperative corporation that has as its primary purpose: (A) Religion; (B) Charity; (C) Benevolence; (D) Providing goods or services at no charge to the general public; (E) Education; (F) Scientific activity; (G) Medical or hospital services at reduced costs; or (H) Engaging in activities of the nature specified in section 501 of the Internal Revenue Code of 1986, as amended; (c) A director for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of an organization which acts as an advocate for its members and which has as its members individuals or organizations that are: (A) Members of a particular trade or industry; or (B) Members of the business community of a particular municipality or area of the state; or (d) An officer, director or member of an executive board for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of a nonprofit corporation, unincorporated association or nonprofit cooperative corporation composed of owners or lessees of units or interests in any condominium submitted to the provisions of ORS 100.005 to 100.627, any planned community as defined in ORS 94.550, any timeshare property as defined in ORS 94.803, any residential cooperative community or any other residential or commercial common interest real estate community. (4) An otherwise qualified director shall not be considered to be compensated for personal services if the director receives payment only for actual expenses incurred in attending meetings or performing a director’s duties or receives a stipend which is paid only to compensate the director for average expenses incurred over the course of a year. [1989 c.1010 §§92,92a; 1991 c.64 §4; 1991 c.81 §1; 1991 c.231 §5; 1999 c.677 §64; 2011 c.270 §2]
OR Rev Stat § 65.371 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.371 - Required officers.

(1) A corporation must have a president, a secretary, a treasurer and such other officers as are elected or appointed by the board of directors or by any other person as the articles of incorporation or bylaws may authorize, provided that the articles of incorporation or bylaws may designate other titles in lieu of president, secretary and treasurer. (2) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the board of directors’ meetings and membership meetings and for authenticating records of the corporation. (3)(a) Except as provided in paragraph (b) of this subsection, the same individual may simultaneously hold more than one office in a corporation and an officer may be, but need not be, a member of the board of directors. (b) The same individual may not serve simultaneously as the president, secretary and treasurer of a public benefit corporation. [1989 c.1010 §93; 1991 c.231 §7; 2019 c.174 §69]