reglab/housing_qa huggingface dataset:
OR Rev Stat § 65.624 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.624 - Dissolution by directors, members and third persons.

(1) Unless a corporation’s articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if the dissolution is approved: (a) By the board of directors; (b) By the members of a mutual benefit corporation entitled to vote on dissolution, if any, by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation; and (c) In writing, by any person or persons whose approval is required for an amendment of the articles of incorporation or bylaws, as authorized by ORS 65.467, or for dissolution. (2)(a) If the corporation does not have members entitled to vote on dissolution, the board of directors must approve the dissolution. In addition, the corporation shall provide notice of any meeting of the board of directors at which such approval is to be considered in accordance with ORS 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution. (b) Even if the number of directors in office at the time the board considers the proposed dissolution is less than the minimum required under this chapter, under the articles of incorporation or under the corporation’s bylaws, a majority of the directors in office at the time the board considers the proposed dissolution may approve the dissolution. (3) The board of directors may condition the board’s submission of the proposed dissolution to a vote of members, and the members may condition the members’ approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. (4) If the board of directors seeks to have dissolution approved by the members at a membership meeting, the corporation shall give all members, whether or not entitled to vote, notice of the proposed meeting in accordance with ORS 65.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution. (5) If the board of directors seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan of dissolution. (6) The plan of dissolution must indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. [1989 c.1010 §131; 1991 c.231 §11; 2019 c.174 §89; 2021 c.389 §2]
OR Rev Stat § 65.627 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.627 - Transfer or conveyance of assets as part of dissolution; notice to Attorney General.

(1) A public benefit corporation or religious corporation may not transfer or convey assets as part of a dissolution until 30 days after the public benefit corporation or religious corporation has notified the Attorney General in accordance with subsection (2) of this section or until the Attorney General in writing has consented to the transfer or conveyance or indicated that the Attorney General will not take action with respect to the transfer or conveyance, whichever is earlier. (2) A public benefit corporation or religious corporation shall give the Attorney General written notice that the public benefit corporation or religious corporation intends to dissolve at or before the time the public benefit corporation or religious corporation delivers articles of dissolution to the Secretary of State. The notice must include a copy or summary of the plan of dissolution. (3) After all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board of directors shall deliver to the Attorney General a list showing the persons to whom the assets were transferred or conveyed. The list must indicate the addresses of each person who received assets and indicate what assets each received. [1989 c.1010 §132; 2019 c.174 §90]
OR Rev Stat § 65.631 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.631 - Articles of dissolution.

(1) At any time after dissolution is authorized, a corporation may dissolve by delivering to the Secretary of State for filing, articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) A statement that dissolution was approved by a sufficient vote of the board of directors; (d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (e) If approval by members entitled to vote was required: (A) The designation and number of members of, and number of votes entitled to be cast by, each class entitled to vote separately on dissolution; and (B) The total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution; (f) If approval of dissolution by some person or persons other than the members entitled to vote on dissolution, the board or the incorporators is required pursuant to ORS 65.624 (1)(c), a statement that the approval was obtained; and (g) If the corporation is a public benefit corporation or religious corporation, that the notice to the Attorney General required by ORS 65.627 has been given. (2) A corporation is dissolved upon the effective date of the corporation’s articles of dissolution. [1989 c.1010 §133; 2019 c.174 §91]
OR Rev Stat § 65.634 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.634 - Revocation of dissolution.

(1) A corporation may revoke the corporation’s dissolution within 120 days after the effective date of the dissolution. (2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization of dissolution permits revocation by action of the board of directors alone. If the authorization of dissolution permits revocation by action of the board of directors alone, the board of directors may revoke the dissolution without action by the members or any other person. (3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing, articles of revocation of dissolution that set forth: (a) The name of the corporation; (b) The effective date of the dissolution that was revoked; (c) The date that the revocation of dissolution was authorized; (d) If the corporation’s board of directors or incorporators revoked the dissolution, a statement to that effect; (e) If the corporation’s board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (f) If member or third-person action was required to revoke the dissolution, the information required by ORS 65.631 (1)(e) and (f). (4) Unless a delayed effective date is specified, revocation of dissolution is effective when articles of revocation of dissolution are filed. (5) When the revocation of dissolution is effective, the revocation relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on the corporation’s activities as if dissolution had never occurred. [1989 c.1010 §134; 2019 c.174 §92]
OR Rev Stat § 65.637 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.637 - Effect of dissolution.

(1) A dissolved corporation continues the corporation’s corporate existence but may not carry on any activities except activities that are appropriate to wind up and liquidate the corporation’s affairs, including: (a) Preserving and protecting the corporation’s assets and minimizing the corporation’s liabilities; (b) Discharging or providing for discharging the corporation’s liabilities and obligations; (c) Disposing of the corporation’s properties that will not be distributed in kind; (d) Returning, transferring or conveying assets in accordance with a condition under which the corporation holds the assets subject to a requirement to return, transfer or convey the assets, if the condition occurs by reason of the dissolution; (e) Transferring, subject to any contractual or legal requirements, the corporation’s assets as provided in or authorized by the corporation’s articles of incorporation or bylaws; (f) If the corporation is a public benefit corporation or religious corporation, and the corporation has not provided in the corporation’s articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirement, the corporation’s assets to one or more persons described in ORS 65.001 (38)(b); (g) If the corporation is a mutual benefit corporation and the corporation has not provided in the corporation’s articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirements, the corporation’s assets to the corporation’s members or, if the corporation has no members, to those persons whom the corporation purports to benefit or serve; (h) Adopting a plan of merger; and (i) Doing other acts necessary to liquidate the corporation’s assets and wind up the corporation’s affairs. (2) Dissolution of a corporation does not: (a) Transfer title to the corporation’s property; (b) Subject the corporation’s directors or officers to standards of conduct different from the standards prescribed in ORS 65.301 to 65.414; (c) Change quorum or voting requirements for the corporation’s board of directors or members, change provisions for selection, resignation or removal of the corporation’s directors or officers, or both, or change provisions for amending the corporation’s bylaws; (d) Prevent commencement of a proceeding by or against the corporation in the corporation’s corporate name; (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (f) Terminate the authority of the registered agent of the corporation. [1989 c.1010 §135; 2001 c.315 §53; 2011 c.147 §13; 2013 c.158 §30; 2013 c.274 §12; 2019 c.174 §93]
OR Rev Stat § 65.641 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.641 - Known claims against dissolved corporation.

(1) A corporation electing to dispose of known claims pursuant to this section shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sent; (c) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (d) State that the claim will be barred if not received by the deadline. (2) A claim against the dissolved corporation is barred: (a) If a claimant who was given written notice under subsection (1) of this section does not deliver the claim to the dissolved corporation by the deadline; and (b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. (3) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [1989 c.1010 §136]
OR Rev Stat § 65.644 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.644 - Unknown claims against dissolved corporation.

(1) A dissolved corporation may publish notice of the corporation’s dissolution and request that persons with claims against the corporation present the claims in accordance with the notice. (2) The dissolved corporation must publish the notice: (a) At least one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office is located, or if the principal office is not in this state, where the dissolved corporation’s registered office is or was last located; or (b) On the dissolved corporation’s website or in another location where the dissolved corporation maintains an electronic presence, if the website or other location will remain accessible to the public for at least 30 days. (3) A notice that a dissolved corporation publishes under subsection (2) of this section must: (a) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (b) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice. (4) If the dissolved corporation publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the notice: (a) A claimant who did not receive written notice under ORS 65.641; (b) A claimant whose claim was sent in a timely manner to the dissolved corporation but not acted on; or (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (5) A claim may be enforced under this section: (a) Against the dissolved corporation, to the extent of the dissolved corporation’s undistributed assets; or (b) Against any person, other than a creditor of the dissolved corporation, to whom the dissolved corporation distributed the dissolved corporation’s property in liquidation subject to the following: (A) If the distributee received a pro rata share of a distribution, the distributee’s liability will not exceed the same pro rata share of the claim; and (B) The distributee’s total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee, less any liability of the dissolved corporation paid on behalf of the dissolved corporation by that distributee after the date of distribution. [1989 c.1010 §137; 2019 c.174 §94]
OR Rev Stat § 65.647 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.647 - Grounds for administrative dissolution.

The Secretary of State may commence a proceeding under ORS 65.651 to administratively dissolve a corporation if: (1) The corporation does not pay when due any fees imposed by this chapter; (2) The corporation does not deliver its annual report to the Secretary of State when due; (3) The corporation is without a registered agent or registered office in this state; (4) The corporation does not notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or (5) The corporation’s period of duration, if any, stated in its articles of incorporation expires. [1989 c.1010 §138]
OR Rev Stat § 65.651 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.651 - Procedure for and effect of administrative dissolution.

(1) If the Secretary of State determines that one or more grounds exist under ORS 65.647 for dissolving a corporation, the Secretary of State shall give the corporation written notice of that determination. (2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolution does not exist, the Secretary of State shall administratively dissolve the corporation, and in the case of a public benefit corporation shall notify the Attorney General in writing. (3) A corporation administratively dissolved continues the corporation’s corporate existence but may not carry on any activities except those necessary or appropriate to wind up and liquidate the corporation’s affairs under ORS 65.637 and notify the corporation’s claimants under ORS 65.641 and 65.644. (4) The administrative dissolution of a corporation does not terminate the authority of the corporation’s registered agent. [1989 c.1010 §139; 1993 c.190 §6; 2013 c.159 §11]
OR Rev Stat § 65.654 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.654 - Reinstatement following administrative dissolution.

(1) A corporation that the Secretary of State administratively dissolved under ORS 65.651 may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must: (a) State the name of the corporation and the effective date of the corporation’s administrative dissolution; and (b) State that the ground or grounds for dissolution either did not exist or have been eliminated. (2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct, and that the corporation’s name satisfies the requirements of ORS 65.094, the Secretary of State shall reinstate the corporation. (3) When effective, the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on the corporation’s activities as if the administrative dissolution had never occurred. (4) The Secretary of State may waive the requirement under subsection (1) of this section that the corporation apply for reinstatement within five years after the date of administrative dissolution if the corporation requests the waiver and provides evidence of the corporation’s continued existence as an active concern during the period of administrative dissolution. [1989 c.1010 §140; 1995 c.215 §14; 2009 c.339 §1; 2011 c.147 §14]
OR Rev Stat § 65.657 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.657 - Appeal from denial of reinstatement.

(1) If the Secretary of State denies a corporation’s application for reinstatement following administrative dissolution, the Secretary of State shall give written notice to the corporation that explains the reason or reasons for denial. (2) Such denial of reinstatement shall be reviewable pursuant to ORS 183.484 and shall not constitute a contested case order. [1989 c.1010 §141]
OR Rev Stat § 65.664 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.664 - Procedure for judicial dissolution.

(1) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County, in Multnomah County or in 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 is or was last located. A party named in ORS 65.661, other than the Attorney General, must bring a proceeding to dissolve a corporation in the county where the corporation’s principal office is located or, if the principal office is not in this state, in the county where the corporation’s registered office is or was last located. (2) Directors or members are not necessary parties to a proceeding to dissolve a corporation unless relief is sought against a director or member individually. (3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the activities of the corporation until a full hearing can be held. (4) A person other than the Attorney General who brings a judicial dissolution proceeding for a public benefit corporation or religious corporation shall give immediate written notice of the proceeding to the Attorney General, who may intervene. [1989 c.1010 §143; 2019 c.174 §96]
OR Rev Stat § 65.667 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.667 - Receivership or custodianship.

(1) A court, at the Attorney General’s request or in a judicial proceeding brought to dissolve a public benefit corporation or mutual benefit corporation, may appoint one or more receivers or custodians to manage the affairs of the corporation or to wind up and liquidate the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of the corporation’s property wherever located. (2) The court may appoint as a receiver or custodian an individual, a domestic business corporation or foreign business corporation authorized to transact business in this state or a nonprofit corporation. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (3) The court shall describe the powers and duties of the receiver or custodian in the court’s appointing order, which may be amended periodically. Among other powers: (a) The receiver: (A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court, provided, however, that the receiver’s power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and (B) May sue and defend in the receiver’s own name as receiver of the corporation in all courts of this state. (b) The custodian may exercise all of the powers of the corporation, through or in place of the corporation’s board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of the corporation and the corporation’s members and creditors. (4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interest of the corporation and the corporation’s members and creditors. (5) The court periodically during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver’s or custodian’s attorney from the assets of the corporation or proceeds from the sale of the assets. (6) If applicable under ORS 37.040, the Oregon Receivership Code controls over conflicting provisions of this section. [1989 c.1010 §144; 2017 c.358 §47; 2019 c.174 §97]