reglab/housing_qa huggingface dataset:
OR Rev Stat § 58.375 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.375 - Requirements for professional corporations organized to practice medicine; application to various entities.

(1) In a professional corporation organized for the purpose of practicing medicine: (a) Physicians who are licensed in this state to practice medicine must hold the majority of each class of shares that are entitled to vote. (b) Physicians who are licensed in this state to practice medicine must be a majority of the directors. (c) All officers except the secretary and treasurer, if any, must be physicians who are licensed in this state to practice medicine. The same person may hold any two or more offices. (d) Except as otherwise provided by law, the Oregon Medical Board may expressly require that physicians who are licensed in this state to practice medicine hold more than a majority of each class of shares that is entitled to vote. (e) Except as otherwise provided by law, the Oregon Medical Board may expressly require that physicians who are licensed in this state to practice medicine be more than a majority of the directors. (2) A professional corporation may be a shareholder of a professional corporation organized for the purpose of practicing medicine solely for the purpose of effecting a reorganization as defined in the Internal Revenue Code. (3)(a) The provisions of subsections (1) and (2) of this section do not apply to: (A) A nonprofit corporation that is organized under Oregon law to provide medical services to migrant, rural, homeless or other medically underserved populations under 42 U.S.C. 254b or 254c, as in effect on January 1, 2018; (B) A health center that is qualified under 42 U.S.C. 1396d(1)(2)(B), as in effect on January 1, 2018, that operates in compliance with other applicable state or federal law; or (C) Except as provided in paragraph (b) of this subsection, a for-profit or nonprofit business entity that is incorporated or organized under the laws of this state, that provides the entirety of the business entity’s medical services through one or more rural health clinics, as defined in 42 U.S.C. 1395x, as in effect on January 1, 2018, and that operates in compliance with state and federal laws that apply to rural health clinics. (b) A business entity is exempt under this subsection for a period of up to one year after the business entity establishes a rural health clinic, even though the rural health clinic that the business entity establishes does not meet all of the elements of the definition set forth in 42 U.S.C. 1395x, as in effect on January 1, 2018, if during the one-year period an applicable certification for the rural health clinic is pending. [1997 c.774 §17; 2007 c.557 §1; 2017 c.336 §1]
OR Rev Stat § 58.376 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.376 - Requirements for professional corporations organized to render professional health care services.

(1) As used in this section, "licensee" means an individual who has a license as a physician or a license as a physician assistant from the Oregon Medical Board or who has a license as a nurse practitioner from the Oregon State Board of Nursing. (2) In a professional corporation that is organized for the purpose of allowing physicians, physician assistants and nurse practitioners to jointly render professional health care services, licensees must: (a) Hold a majority of each class of shares of the professional corporation that is entitled to vote; and (b) Be a majority of the directors of the professional corporation. (3) An individual whom the professional corporation employs, or an individual who owns an interest in the professional corporation, may not direct or control the professional judgment of a licensee who is practicing within the professional corporation and within the scope of practice permitted under the licensee’s license. (4) A licensee whom the professional corporation employs, or a licensee who owns an interest in the professional corporation, may not direct or control the services of another licensee who is practicing within the professional corporation unless the other licensee is also practicing within the scope of practice permitted under the licensee’s license. (5) A professional corporation that is subject to ORS 58.375 may elect to become subject to this section by amending the professional corporation’s articles of incorporation or bylaws. [2017 c.179 §2]
OR Rev Stat § 58.377 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.377 - Transferee of shares; limit on time as director, officer or shareholder.

If all of the outstanding shares of a professional corporation organized for the purpose of practicing medicine are held by an administrator, executor, personal representative, guardian, conservator or receiver of the estate of a former shareholder, or by a transferee who receives such shares by operation of law or by a judgment, such administrator, executor, personal representative, guardian, conservator, receiver or transferee may be a director, officer or shareholder of the professional corporation for a period of six months following receipt or transfer of such shares. [1997 c.774 §18; 2003 c.576 §317]
OR Rev Stat § 58.379 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.379 - Powers of professional corporation organized to practice medicine.

A professional corporation organized for the purpose of practicing medicine has the powers enumerated in ORS 60.077 and 60.081, except as provided otherwise by the Oregon Medical Board. [1997 c.774 §19]
OR Rev Stat § 58.381 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.381 - Proxies.

(1) A proxy to vote the shares of a professional corporation organized for the purpose of practicing medicine may be given under the following conditions: (a) If the shareholder granting the proxy is a physician licensed in this state to practice medicine, the proxy may be given only to a shareholder of the same corporation who is also a physician licensed in this state to practice medicine, or to an attorney licensed to practice law in this state or another person similarly licensed. (b) If the shareholder granting the proxy is not a physician licensed in this state to practice medicine, the proxy may be given only to another shareholder of the same corporation, whether or not the other shareholder is a physician licensed in this state to practice medicine, or to an attorney licensed to practice law in this state or another person similarly licensed. (2) No voting trust may be created to vote the shares of a professional corporation organized for the purpose of practicing medicine. (3) Two or more shareholders of a professional corporation organized for the purpose of practicing medicine may enter into a voting agreement provided that the voting agreement does not transfer voting rights from a shareholder who is a physician licensed in this state to practice medicine to a shareholder who is not so licensed. Notwithstanding any provision of this subsection, voting rights may be transferred to an attorney licensed to practice law in this state or another person similarly licensed. [1997 c.774 §20]
OR Rev Stat § 58.383 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.383 - Issuance, sale, transfer and redemption of shares.

(1) A shareholder of a professional corporation organized for the purpose of practicing medicine may sell or transfer shares only in a manner that leaves the corporation in compliance with this chapter. (2) Subject to subsection (1) of this section, the articles of incorporation, bylaws or agreements among shareholders of a professional corporation organized for the purpose of practicing medicine may provide limitations on the issuance and transferability of shares of the corporation and may provide for the purchase or redemption of shares by the corporation. [1997 c.774 §21]
OR Rev Stat § 58.385 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.385 - Disqualification of physician; disposition of shares.

(1) If a physician practicing medicine on behalf of a professional corporation is disqualified from practicing medicine for more than six months or assumes a public office, the duties of which prohibit practicing medicine for more than six months under the rules of the Oregon Medical Board or other law, the professional corporation shall have the right to redeem the shares of the physician within 60 days after the disqualification or prohibition occurs. (2) If a physician practicing medicine on behalf of a professional corporation is disqualified from practicing medicine for six months or less or assumes a public office, the duties of which prohibit practicing medicine for six months or less under the rules of the Oregon Medical Board or other law, the physician may retain ownership of the shares in the corporation and may remain a director and officer of the corporation during the period of disqualification, unless otherwise prohibited under the rules of the Oregon Medical Board or by law. [1997 c.774 §22]
OR Rev Stat § 58.387 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.387 - Disposition of shares of deceased shareholder.

(1) A professional corporation organized for the purpose of practicing medicine and its shareholders may provide for the disposition of a deceased shareholder’s shares in the articles of incorporation, in the bylaws, by agreement between the corporation and its shareholders or by agreement among the shareholders. If there is no such provision, the shares shall first be offered for sale to the remaining shareholders of the corporation by the personal representative of the deceased shareholder’s estate or the affiant as defined in ORS 114.505. If the shares are not disposed of within six months after the date of the death of the deceased shareholder, a special meeting of the shareholders shall be called, at which meeting it shall be decided by vote of the remaining shareholders whether the corporation shall redeem the shares or whether the corporation shall be voluntarily dissolved. The meeting shall be held within seven months after the date of the death of the deceased shareholder. The action determined to be taken by the shareholders shall be completed within nine months after the date of death of the deceased shareholder. At the special meeting, the shares of the deceased shareholder may not be voted or counted in the determination of whether the shares shall be redeemed or whether the corporation shall be voluntarily dissolved. (2) If a deceased shareholder of a professional corporation organized for the purpose of practicing medicine was the only shareholder of the corporation at the time of death, the corporation shall cease to practice medicine as of the date of death of the deceased shareholder unless the corporation has retained the services of another physician licensed in this state to practice medicine. Within six months after the date of death of the deceased shareholder: (a) The shares of the deceased shareholder shall be sold to a physician or physicians who are licensed in this state to practice medicine; (b) The name of the corporation shall be changed and restated articles adopted, which shall be filed with the Secretary of State in accordance with ORS chapter 60; or (c) The corporation shall be dissolved. [1997 c.774 §23; 2019 c.165 §31]
OR Rev Stat § 58.389 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.389 - Price for purchase or redemption of shares of disqualified or deceased shareholder.

If the articles of incorporation or bylaws of a professional corporation organized for the purpose of practicing medicine do not provide a price or method of determining a price at which the corporation may purchase or redeem the shares, or at which its shareholders may purchase the shares, of a legally disqualified or deceased shareholder, and the corporation and shareholders or the shareholders have not provided the price or a method of determining the price by private agreement, then the price for the shares shall be the book value as of the end of the month preceding the disqualification or death of the shareholder, payable in cash or on such other terms as may be agreed to by the parties. Book value shall be determined from the books and records of the corporation in accordance with the regular method of accounting used by the corporation. [1997 c.774 §24]
OR Rev Stat § 58.410 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.410 - Filing, service, copying and certification fees.

The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1987 c.94 §6; 1989 c.383 §2; 1991 c.132 §2; 1999 c.362 §§2,2a]
OR Rev Stat § 58.420 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.420 - Effective time and date of document.

(1) Except as provided in subsection (2) of this section and ORS 58.430, a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time. (2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. [1987 c.94 §7]
OR Rev Stat § 58.430 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.430 - Correcting filed document.

(1) A domestic or foreign professional corporation may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged. (2) A domestic or foreign professional corporation shall correct a document by delivering articles of correction to the Office of Secretary of State. The articles shall include the following: (a) A description of the document, including its filing date, or a copy of the document. (b) The incorrect statement and the reason it is incorrect, or a description of the manner in which the execution, attestation, seal, verification or acknowledgment is defective. (c) A correction of the incorrect statement or defective execution, attestation, seal, verification or acknowledgment. (3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. [1987 c.94 §8]
OR Rev Stat § 58.440 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.440 - Forms; rules.

Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms. [1987 c.94 §5; 1995 c.215 §5]
OR Rev Stat § 58.450 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.450 - Filing duty of Secretary of State; rules.

(1) If a document delivered to the Office of Secretary of State for filing satisfies the requirements of ORS 58.400, the Secretary of State shall file it. (2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 58.225, 60.114, 60.117, 60.724 and 60.727, the Secretary of State shall return an acknowledgment of filing to the professional corporation or its representative. (3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the professional corporation or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal. (4) The Secretary of State’s duty to file documents under this section is ministerial and is limited in scope of review as set out by rule of the Secretary of State. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the Office of Secretary of State for filing. The Secretary of State’s filing or refusing to file a document does not: (a) Affect the validity or invalidity of the document in whole or part; or (b) Relate to the correctness or incorrectness of information contained in the document. (5) The Secretary of State’s refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [1987 c.94 §9; 1999 c.486 §4]
OR Rev Stat § 58.455 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.455 - Penalty for signing false document.

(1) A person commits the crime of signing a false document for filing if the person: (a) Knows the document is false in any material respect; and (b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter. (2) Signing a false document for filing is a Class A misdemeanor. [2013 c.158 §4]
OR Rev Stat § 58.460 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.460 - Appeal from Secretary of State’s refusal to file document.

If the Secretary of State refuses to file a document delivered to the Office of Secretary of State for filing, the domestic or foreign professional corporation, in addition to any other legal remedy that may be available, shall have the right to appeal from such order pursuant to the provisions of ORS 183.480. [1987 c.94 §10]
OR Rev Stat § 58.470 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.470 - Evidentiary effect of copy of filed document.

(1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the original document, or a facsimile thereof, is on file with the Office of Secretary of State. (2) The provisions of ORS 56.110 apply to all documents filed pursuant to this chapter. [1987 c.94 §11]
OR Rev Stat § 58.480 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.480 - Certificate of existence or authorization.

(1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic professional corporation or a certificate of authorization for a foreign professional corporation. (2) A certificate of existence or authorization when issued means that: (a) The domestic professional corporation’s corporate name or the foreign professional corporation’s corporate name is registered in this state; (b) The domestic professional corporation is duly incorporated under the law of this state, or the foreign professional corporation is authorized to transact business in this state; (c) All fees payable to the Secretary of State under this chapter have been paid, if nonpayment affects the existence or authorization of the domestic or foreign professional corporation; (d) An annual report required by ORS 58.225 has been filed by the Secretary of State within the preceding 14 months; and (e) Articles of dissolution or an application for withdrawal have not been filed by the Secretary of State. (3) A person may apply to the Secretary of State to issue a certificate covering any fact of record. [1987 c.94 §12]
OR Rev Stat § 58.490 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 058 - Professional Corporations|Section 58.490 - Powers.

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1987 c.94 §13]
OR Rev Stat § 59.005 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 059 - Securities Regulation|Section 59.005 - Short title.

ORS 59.005 to 59.505, 59.991 and 59.995 may be cited as the Oregon Securities Law. [1967 c.537 §2]
OR Rev Stat § 59.045 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 059 - Securities Regulation|Section 59.045 - Authority of director to deny, withdraw or condition exemptions.

(1) The Director of the Department of Consumer and Business Services may by rule or order, as to any security or any type of security transaction: (a) Deny, withdraw or condition the exemptions allowed by ORS 59.025 and 59.035 if, in the director’s opinion, the further sale of the security in this state would work a fraud or imposition upon the purchaser. (b) Waive the conditions of ORS 59.035 (3)(b) and (12)(a)(B). (c) Provide which exemptions may or may not be used in connection with other exemptions or provide procedures for determining which offerings are or are not integrated with other offerings within the same or other exemptions. (2) The director may by order withdraw, condition or deny the use of any exemption by a person if the director has reason to believe that the person has engaged in or is about to engage in an act or practice constituting a violation of the Oregon Securities Law or that the use of any exemption by that person would work a fraud or imposition on purchasers. (3) No person shall be liable under the Oregon Securities Law by reason of the withdrawal of an exemption under this section if that person sustains the burden of proof that that person did not know, and in the exercise of reasonable care could not have known of the withdrawal. [1967 c.537 §6; 1973 c.366 §3; 1985 c.349 §4]
OR Rev Stat § 59.051 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 059 - Securities Regulation|Section 59.051 - Statutory references to federal law.

References in ORS 59.005 to 59.505, 59.991 and 59.995 to federal statutes or federal regulations shall be construed to refer to those statutes or regulations as they are in effect on April 19, 1999. [1999 c.53 §8]