reglab/housing_qa huggingface dataset:
OR Rev Stat § 65.214 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.214 - Notice of meeting.

(1) A corporation shall give notice of membership meetings in a fair and reasonable manner that is consistent with the corporation’s bylaws. The corporation must give notice to members entitled to vote at the meeting and to any other person specified in this chapter, the articles of incorporation or the bylaws. (2) Any notice that conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered, provided, however, that notice of matters referred to in subsection (3)(b) of this section must be given as provided in subsection (3) of this section. (3) Notice is fair and reasonable if: (a) The corporation notifies the corporation’s members of the place, date and time of each meeting in accordance with ORS 65.034 no fewer than seven days before the meeting; (b) Notice of an annual or regular meeting includes a description of any matter or matters that the members must approve under ORS 65.361, 65.404, 65.414 (1)(a), 65.437, 65.464, 65.487, 65.534 or 65.624; and (c) Notice of a special meeting includes a description of the purpose or purposes for which the meeting is called. (4) Unless the bylaws require otherwise, if a meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under ORS 65.221, notice of the adjourned meeting must be given under this section to the persons who are members as of the new record date. [1989 c.1010 §56; 1991 c.231 §2; 2019 c.174 §41]
OR Rev Stat § 65.217 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.217 - Waiver of notice.

(1) A member may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in writing, be signed by the member entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (2) A member’s attendance at a meeting waives objection to: (a) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when the matter is presented. [1989 c.1010 §57; 2019 c.174 §42]
OR Rev Stat § 65.221 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.221 - Record date.

(1) The bylaws may fix or provide the manner of fixing the record date in order to determine the members entitled to notice of a members’ meeting, to demand a special meeting, to vote or to take any other lawful action. A determination of members must be made as of the time of close of transactions on the record date unless another time for doing so is specified at the time the record date is fixed. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date. If a record date is not fixed, then: (a) To determine the members entitled to notice of a members’ meeting, the record date is the day before the day on which first notice is mailed or otherwise transmitted to members in accordance with ORS 65.034, or if notice is waived, the day preceding the day on which the meeting is held. (b) To determine the members entitled to demand a special meeting, the record date is as set forth in ORS 65.204 (2). (c) To determine the members entitled to take action without a meeting, the record date is as set forth in ORS 65.211 (2). (d) To determine the members entitled to vote at a members’ meeting, the record date is the date of the meeting. (e) To determine the members entitled to exercise any rights in respect to any other lawful action, the record date is the day on which the board adopts the resolution that relates to the other action, or the 60th day before the date of the other action, whichever is later. (2) A record date fixed under this section may not be more than 70 days before the meeting or action that requires a determination of members. (3) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new record date, which the board must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. (4) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, the court may provide that the original record date continues in effect or the court may fix a new record date. [1989 c.1010 §58; 2013 c.158 §28; 2013 c.274 §10]
OR Rev Stat § 65.222 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.222 - Action by written ballot.

(1) Unless prohibited or limited by the articles of incorporation or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. (2) A written ballot must: (a) Set forth each proposed action; and (b) Provide an opportunity to vote for or against each proposed action. (3)(a) Approval by written ballot pursuant to this section is valid only when: (A) The number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action; and (B) The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (b) For the purposes of this subsection, the number of votes cast by ballot constitutes a quorum if the number of members who attend a meeting constitutes a quorum. (4) All solicitations for votes by written ballot must: (a) Indicate the number of responses needed to meet the quorum requirements; (b) State the percentage of approvals necessary to approve each matter other than election of directors; and (c) Specify a reasonable time by which a ballot must be received by the corporation in order to be counted. (5) Except as otherwise provided in the articles of incorporation or bylaws, a written ballot may not be revoked. [1989 c.1010 §59; 2019 c.174 §43]
OR Rev Stat § 65.227 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.227 - Voting entitlement of members.

(1) Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter on which the members vote. Except as expressly prohibited in this chapter, the articles of incorporation or bylaws may provide for different allocations of votes among member classes or exclude the members or some or all member classes from voting on any issue on which a member or class of members would otherwise be entitled to vote under this chapter. (2) Unless the articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, with respect to voting the persons’ acts have the following effect: (a) If only one person votes, the person’s act binds all persons in whose names the membership stands; and (b) If more than one person votes, the vote is divided on a pro rata basis among the persons in whose names the membership stands. (3) If a class is entitled to vote as a class for directors, a determination of the voting power of the class must be based on the percentage of the number of directors the class may elect out of the total number of authorized directors. [1989 c.1010 §61; 1991 c.231 §3; 2013 c.158 §29; 2013 c.274 §11; 2019 c.174 §45]
OR Rev Stat § 65.231 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.231 - Proxies.

(1) Unless a corporation’s articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by the member’s attorney-in-fact. (2) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form. (3) An appointment of a proxy is revocable by the member. (4) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. (5) Appointment of a proxy is revoked by the person that appoints the proxy: (a) Attending any meeting and voting in person; or (b) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form. (6) Subject to ORS 65.237 and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member that makes the appointment. [1989 c.1010 §64; 2019 c.174 §46]
OR Rev Stat § 65.234 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.234 - Adjournment.

Unless otherwise provided in the articles of incorporation or bylaws, a majority of votes represented at a meeting of members, whether or not a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any member of any adjournment, except as such notice may be required by ORS 65.214 (4). At the adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held. [1989 c.1010 §68]
OR Rev Stat § 65.237 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.237 - Corporation’s acceptance of votes.

(1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member. (2) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if: (a) The member is an entity and the name signed purports to be that of an officer or agent of the entity; (b) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment; (c) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; or (d) In the case of a mutual benefit corporation: (A) The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; or (B) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment. (3) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member. (4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. (5) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. [1989 c.1010 §67]
OR Rev Stat § 65.241 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.241 - Quorum requirements.

(1) Unless the articles of incorporation or bylaws provide for a higher quorum, votes represented at a meeting of members constitute a quorum. (2) An amendment to the articles of incorporation or bylaws to decrease the quorum for any action of the members may be approved by the members or, unless prohibited by the articles of incorporation or bylaws, by the board of directors. (3) An amendment to the articles of incorporation or bylaws to increase the quorum required for any action of the members must be approved by the members. [1989 c.1010 §62; 2019 c.174 §47]
OR Rev Stat § 65.244 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.244 - Voting requirements.

(1) Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes represented and voting is the act of the members. (2) An amendment to the articles of incorporation or bylaws to add to, change or delete the vote required for any action of the members must be approved by the members. [1989 c.1010 §63; 2019 c.174 §48]
OR Rev Stat § 65.247 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.247 - Cumulative voting for directors.

(1) If the articles of incorporation or bylaws provide for cumulative voting by members, members may vote cumulatively by multiplying the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates. (2) Cumulative voting is not authorized at a particular meeting unless: (a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or (b) A member gives notice during the meeting and before the vote is taken of the member’s intent to vote cumulatively, and if one member gives this notice all other members participating in the election may vote cumulatively without giving further notice. (3)(a) Except as provided in paragraph (b) of this subsection, members may, without cause, remove a director who was elected by cumulative voting if the members act in accordance with ORS 65.324. (b) A proposal to remove a director who was elected by cumulative voting fails if the number of votes that members cast against the proposal to remove the director, or that fail to consent in writing to the removal, would have been sufficient to elect the director under these circumstances: (A) The members had voted cumulatively at an election that occurred at the time the director was last elected; (B) All directors authorized to serve on the board of directors were subject to election at that time; and (C) If during the election: (i) The members had cast the same total number of votes; or (ii) All memberships entitled to vote were voted, if the election was by written ballot. (4) Members may not vote cumulatively if the directors and members are identical. [1989 c.1010 §65; 2019 c.174 §49]
OR Rev Stat § 65.251 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.251 - Other methods of electing directors.

A corporation may provide in the corporation’s articles of incorporation or bylaws for election of directors by members or delegates: (1) On the basis of chapter or other organizational unit; (2) By region or other geographic unit; (3) By preferential voting; or (4) By any other reasonable method. [1989 c.1010 §66; 2019 c.174 §50]
OR Rev Stat § 65.254 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.254 - Voting agreements.

(1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to 10 years. For public benefit corporations such agreements must have a reasonable purpose not inconsistent with the corporation’s public or charitable purposes. (2) A voting agreement created under this section is specifically enforceable. [1989 c.1010 §69]
OR Rev Stat § 65.260 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.260 - Definitions for ORS 65.260 to 65.281.

As used in ORS 65.260 to 65.281: (1) "Corporate action" means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation’s behalf. (2) "Corrected corporate action" means a corporate action that a corporation ratifies in accordance with ORS 65.260 to 65.281. (3) "Date of the defective corporate action" means the date, or the approximate date, on which a corporation took a defective corporate action. (4) "Defective corporate action" means an action that, but for a failure of authorization, is within the corporation’s power to take and would have been within the corporation’s power to take at the time the corporation took the action. (5) "Effective date of validation" means, irrespective of a filing or the pendency of a judicial proceeding under ORS 65.281 and unless a court orders otherwise, the later of the time at which: (a) The members of the corporation approve a ratification of a defective corporate action or, if the ratification does not require member approval, the date on which the notice described in ORS 65.272 becomes effective in accordance with ORS 65.034; or (b) Articles of validation filed in accordance with ORS 65.278 become effective. (6) "Failure of authorization" means a failure to authorize, approve or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party if, and to the extent that, the failure renders the corporate action void or voidable. [2019 c.325 §11]
OR Rev Stat § 65.263 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.263 - Defective corporate action; ratification or validation; effective date.

(1) A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS 65.266 or validates the defective corporate action in accordance with ORS 65.278. (2) Ratification under ORS 65.266 or validation under ORS 65.278 is not the exclusive means of ratifying or validating a defective corporate action. An absence or failure to ratify or validate a corporate action in accordance with ORS 65.260 to 65.281 does not: (a) Affect the validity or effectiveness of a corporate action that is properly ratified under common law or otherwise; or (b) Create a presumption that the corporate action is or was a defective corporate action or is or was void or voidable. [2019 c.325 §12]
OR Rev Stat § 65.266 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.266 - Ratification by board of directors; procedure; submission to shareholders.

(1) Except as provided in ORS 65.263 (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall: (a) Identify the defective corporate action the proposal seeks to ratify; (b) State the date on which the defective corporate action occurred; (c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and (d) State that the board of directors intends to ratify the defective corporate action. (2) If the board of directors proposes to ratify a defective corporate action that relates to the election under ORS 65.057 of an initial board of directors, a majority of the individuals who are exercising the powers of the corporation’s directors, in a notice of the proposal to ratify the defective corporate action, shall: (a) Identify the person or persons who first took action in the name of the corporation as the initial board of directors; (b) State the date on which, as appropriate, the person or persons: (A) First took the action; or (B) Were purportedly elected as the initial board of directors; (c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and (d) State that the board of directors intends to ratify the defective corporate action. (3) If the board of directors takes action to ratify a defective corporate action, the board shall submit the ratification to the members of the corporation, if any, for approval in accordance with ORS 65.269 if a provision of this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party requires member approval of the ratification or would have required member approval of the defective corporate action on the date of the defective corporate action. (4) Unless the proposal for ratification under subsection (1) of this section provides otherwise, after the board of directors ratifies the defective corporate action and the members, if required, approve the ratification, the board of directors may abandon the ratification at any time before the effective date of validation without further action from the members. [2019 c.325 §13]