reglab/housing_qa huggingface dataset:
OR Rev Stat § 65.269 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.269 - Quorum; notice to shareholders of proposed ratification.

(1) Quorum and voting requirements that applied to the board of directors at the time a corporation took a defective corporate action apply also to the board of directors in taking an action to ratify the defective corporate action. (2)(a) Except as provided in paragraph (b) of this subsection, if the members of a corporation must, under ORS 65.266 (3), approve a ratification of a defective corporate action at a meeting, the corporation shall send notice of the meeting to each person, whether or not the person may vote, that is a member of the corporation on: (A) The record date for notice of the meeting; and (B) The date of the defective corporate action. (b) A corporation need not send notice to a person that is a member if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice. (3) A notice under subsection (2) of this section must: (a) State that the purpose, or one of the purposes, of the meeting is to consider an approval of the ratification of a defective corporate action. (b) Include a copy of the action the board of directors took in accordance with, or information required under, ORS 65.266. (c)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 65.281. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice. (B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 65.281, the notice must: (i) State the date on which the corporation anticipates that a person must bring an action; or (ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation. (4)(a) Except as provided in paragraph (b) of this subsection, if a board of directors’ ratification of a defective corporate action under ORS 65.266 requires member approval, the quorum and voting requirements that applied to members at the time the members approved the defective corporate action apply also to the members’ approval of the ratification of the defective corporate action. (b) Member approval of a ratification of an election of a director requires that at a meeting at which a quorum is present the number of votes that members cast that favor the ratification exceeds the number of votes that members cast that oppose the ratification. [2019 c.325 §14]
OR Rev Stat § 65.272 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.272 - Notice of ratification by board of directors.

(1)(a) Except as provided in paragraph (b) of this subsection, unless the members of a corporation must approve a ratification of a defective corporate action under ORS 65.266 (3), the corporation shall send notice of the ratification to each person, whether or not the person may vote, that is a member of the corporation on: (A) The later of the date on which the board of directors ratified the defective corporate action or the members approved the ratification; and (B) The date of the defective corporate action. (b) A corporation need not send notice to a person that is a member of the corporation if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice. (2) A notice under subsection (1) of this section must: (a) Provide a copy of the action the board of directors took and the information required under ORS 65.266. (b)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 65.281. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice. (B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 65.281, the notice must: (i) State the date on which the corporation anticipates that a person must bring an action; or (ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation. (3) A corporation need not send a notice under this section with respect to a ratification that the corporation must submit to members for approval if the corporation sends notice in accordance with ORS 65.269. (4) A corporation may send a notice required under this section by any method permitted under ORS 65.034. [2019 c.325 §15]
OR Rev Stat § 65.275 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.275 - Corrected corporate action; validity; effective date.

(1) On and after the date on which a corporation ratifies a defective corporate action under ORS 65.266 or validates a defective corporate action under ORS 65.278, the defective corporate action becomes a corrected corporate action and, notwithstanding the 120-day period provided in ORS 65.281 for challenges to the ratification, a corrected corporate action is not void or voidable and is effective as of the date of the defective corporate action. (2) A defective corporate action that results directly or indirectly from a previous defective corporate action, or a corporate action that a corporation takes in reliance on the previous defective corporate action, is valid and effective as of the date the corporation took the corporate action or the defective corporate action if the corporation ratified the previous defective corporate action under ORS 65.266 or validated the previous defective corporate action under ORS 65.278. (3) A corporation’s ratification, validation or other approval of a corporate action under ORS 65.260 to 65.281 and a determination, finding, order or judgment in a proceeding under ORS 65.281 does not affect a cause of action or remedy, other than a cause of action or remedy under ORS 65.281, that relates to the corporate action or the corporation’s ratification, validation or other approval of the corporate action under ORS 65.260 to 65.281. [2019 c.325 §16]
OR Rev Stat § 65.278 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.278 - Articles of validation; filing with Secretary of State.

(1) If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of State’s filing the articles of validation amends, supplements or replaces, as appropriate, any previous filing with respect to the defective corporate action. (2) Articles of validation must: (a) Describe the defective corporate action that the articles of validation seek to amend, supplement or replace; (b) Specify the date of the defective corporate action; (c) Specify the nature of the failure of authorization; (d) State that the corporation’s board of directors ratified the defective corporate action and that, if necessary, the members approved the ratification; (e) List the dates of ratification and approval; and (f) State the information provided in a notification under ORS 65.266. (3)(a) If a corporation previously filed a document related to a defective corporate action but the articles of validation a corporation submits for filing under subsection (1) of this section do not need to change any information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must: (A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and (B) Include a copy of the previously filed document. (b) If a corporation previously filed a document related to a defective corporate action and the articles of validation a corporation submits for filing under subsection (1) of this section must change information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must: (A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and (B) Include a copy of the previously filed document together with a document that specifies the necessary corrections to the previously filed document. (c) If a corporation did not previously file a document related to a defective corporate action that a provision of this chapter would have required to be filed to give effect to the defective corporate action, the articles of validation a corporation submits for filing under subsection (1) of this section must have the information required under subsection (2) of this section and must include the document the corporation should have filed previously. [2019 c.325 §17]
OR Rev Stat § 65.281 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.281 - Judicial review of corporate action; persons permitted to seek review.

(1)(a) Subject to subsection (2) of this section, a circuit court of this state may: (A) Determine the validity and effectiveness of a corporate action or a defective corporate action; (B) Determine the validity and effectiveness of a ratification or approval of a defective corporate action; (C) Order the corporation to conduct a meeting of members for the purposes specified in ORS 65.266 (3) and 65.269; or (D) Modify or waive any of the provisions specified in ORS 65.266 or 65.269. (b) In connection with an action under paragraph (a) of this subsection, a court may make any findings or orders and consider any matters the court deems proper under the circumstances. (2)(a) The following persons may bring an action to have a court make a determination or modification or allow a waiver under subsection (1) of this section: (A) The corporation or a successor entity to the corporation; (B) A director of the corporation; (C) A member of the corporation; and (D) Any other person that claims that a ratification of a defective corporate action substantially and adversely affects the person. (b) For the purposes of paragraph (a) of this subsection, a member of the corporation includes a person that was a member on the date on which the corporation ratified the defective corporate action. (3) A person may serve process on the corporation in an action under this section in accordance with the manner appropriate for service of process specified under the laws of this state. The court may proceed to adjudicate the action without joining another party, but if the corporation brings the action, the court may require the corporation to provide notice to other persons the court specifies and may permit other persons to intervene in the action. (4)(a) A person must bring, within 120 days after the later of the effective date of validation or the date of the notice that a corporation gives under ORS 65.269 or 65.272, as applicable, any action that claims that a ratification of a defective corporate action is not valid or effective or that the defective corporate action is valid or effective only under certain conditions. (b) A person’s failure to contact a corporation to determine the calendar date by which the person must bring an action under this section does not eliminate or extend the 120-day period specified in paragraph (a) of this subsection. [2019 c.325 §18]
OR Rev Stat § 65.301 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.301 - Requirement for and duties of board.

(1) Each corporation must have a board of directors. (2) The board of directors shall exercise, or delegate or otherwise authorize the exercise of, all corporate powers and shall direct the management of the corporation’s affairs, subject to any limitation set forth in the articles of incorporation. The board of directors shall retain authority over an exercise of corporate powers that the board delegates or authorizes under this section. [1989 c.1010 §70; 2019 c.174 §51]
OR Rev Stat § 65.304 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.304 - Qualifications of directors.

All directors must be individuals. The articles of incorporation or bylaws may prescribe other qualifications for directors. [1989 c.1010 §71]
OR Rev Stat § 65.307 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.307 - Number of directors.

(1) A board of directors must consist of one or more individuals for a mutual benefit or religious corporation and three or more individuals for a public benefit corporation, with the number specified or fixed in accordance with the articles of incorporation or bylaws. (2) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed periodically, within the minimum and maximum, by the members or the board of directors. If the articles of incorporation establish a fixed or a variable range for the size of the board of directors and the corporation has members entitled to vote for directors, then only the members may change the range for the size of the board or change from a fixed or a variable-range size board. [1989 c.1010 §72]
OR Rev Stat § 65.311 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.311 - Election, designation and appointment of directors.

(1) If a corporation has members entitled to vote for directors, all the directors, except the initial directors, must be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated. (2) If a corporation does not have members entitled to vote for directors, all the directors, except the initial directors, must be elected, appointed or designated as provided in the articles of incorporation or bylaws. If the articles of incorporation or bylaws do not set forth a method of election, appointment or designation, the directors, other than the initial directors, must be elected by the board. (3) If a corporation does not have directors and does not have members who can elect directors, a circuit court of this state may appoint one or more directors at the Attorney General’s request. [1989 c.1010 §73; 2019 c.174 §52]
OR Rev Stat § 65.314 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.314 - Terms of directors generally.

(1) A corporation’s articles of incorporation or bylaws may specify the terms of directors. Except for designated directors or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director is one year. Directors may be elected for successive terms. (2) A decrease in the number of directors or term of office does not shorten an incumbent director’s term. (3) Except as provided in the articles of incorporation or bylaws: (a) The term of a director filling a vacancy in the office of an elected director expires at the next election of directors; and (b) The term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling. (4) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. [1989 c.1010 §74; 2019 c.174 §53]
OR Rev Stat § 65.317 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.317 - Staggered terms for directors.

A corporation’s articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. [1989 c.1010 §75; 2019 c.174 §54]
OR Rev Stat § 65.321 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.321 - Resignation of directors.

(1) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary. (2) A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date. (3) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. [1989 c.1010 §76]
OR Rev Stat § 65.324 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.324 - Removal of directors elected by members or directors.

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise: (a) The members of the corporation may remove one or more directors the members elected with or without cause unless the articles of incorporation provide that removing a director requires cause. (b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, only the members of that class, chapter, unit or grouping entitled to vote may participate in the vote to remove the director. (c) A director may be removed under paragraph (a) or (b) of this subsection by a majority of the votes cast. (2) Members of a corporation may remove a director the members elected only at a special meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one of the purposes, of the meeting is to remove the director. (3) An entire board of directors may be removed under subsection (1)(a) or (b) of this section. (4) Unless a corporation’s articles of incorporation or bylaws provide that removing a director requires cause, a director elected by the board of directors may be removed with or without cause by a vote of a majority of the directors then in office or by a greater number as set forth in the articles of incorporation or bylaws. A director elected by the board to fill the vacancy of a director elected by the members may be removed by the voting members or the directors. (5) If at the beginning of a director’s term on the board, the articles of incorporation or bylaws provide that the director may be removed for missing more than a specified number of meetings or for reasons set forth in the articles of incorporation or bylaws, a majority of the directors may remove the director for such reasons. (6) The articles of incorporation or bylaws of a religious corporation may: (a) Limit the application of this section; and (b) Set forth the vote and procedures by which the board of directors or any person may remove with or without cause a director elected by the members or the board. [1989 c.1010 §77; 2019 c.174 §55]
OR Rev Stat § 65.327 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.327 - Removal of directors by judicial proceeding.

(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 corporation’s registered office was last located, may remove any director of the corporation from office in a proceeding commenced by the corporation, by at least 10 percent of the members of any class entitled to vote for directors, or by the Attorney General in the case of a public benefit corporation if the court finds that: (a) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or the director has violated a duty set forth in ORS 65.357 to 65.367 or 65.377; and (b) Removal is in the best interest of the corporation. (2) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court. (3) If members or the Attorney General commences a proceeding under subsection (1) of this section, the corporation must be made a party defendant. (4) A public benefit corporation or the members of the public benefit corporation who commence a proceeding under subsection (1) of this section shall give the Attorney General written notice of the proceeding. (5) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section. [1989 c.1010 §79; 2019 c.174 §56]
OR Rev Stat § 65.331 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.331 - Removal of designated or appointed directors.

(1) A designated director may be removed by an amendment to the articles of incorporation or bylaws that deletes or changes the designation. (2)(a) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person that appointed the director or by the board of directors. (b) The person that removes the appointed director shall give written notice of the removal to the appointed director and, if the person that removes the appointed director is the person that appointed the director, to either the presiding officer of the board or the corporation’s president or secretary. (c) Removal of an appointed director is effective when the notice is effective under ORS 65.034 unless the notice specifies a future effective date. [1989 c.1010 §78; 2019 c.174 §57]