reglab/housing_qa huggingface dataset:
OR Rev Stat § 65.437 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.437 - Amendment by board of directors and members.

(1) Unless this chapter, the articles of incorporation, bylaws, the members acting in accordance with subsection (2) of this section or the board of directors acting in accordance with subsection (3) of this section require a greater vote or voting by class, adopting an amendment to a corporation’s articles of incorporation requires approval: (a) By the board if the corporation is a public benefit corporation or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors or the method or way in which directors are elected or selected; (b) Except as provided in ORS 65.434 (1), by the members entitled to vote on articles of incorporation of a mutual benefit corporation by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, and for articles of incorporation of a public benefit corporation or religious corporation a majority of the votes cast; and (c) In writing by any person or persons whose approval is required for an amendment to the articles of incorporation as authorized by ORS 65.467. (2) The members entitled to vote on articles of incorporation may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis. (3) If the board of directors initiates an amendment to the articles of incorporation or board approval is required by subsection (1) of this section to adopt an amendment to the articles of incorporation, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis. For the amendment to be adopted, the board of directors shall, except in those cases described in subsection (1)(a) of this section, adopt a resolution setting forth the proposed amendment and directing that the amendment be submitted to a vote at a meeting of members, which may be either an annual or special meeting. (4) If the board of directors or the members entitled to vote on articles of incorporation seek to have the amendment approved by such members at a membership meeting, the corporation shall give notice to such members of the proposed membership meeting in writing in accordance with ORS 65.214. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (5) If the board of directors or the members entitled to vote on articles of incorporation seek to have the amendment approved by such members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment. [1989 c.1010 §109; 2019 c.174 §74]
OR Rev Stat § 65.439 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.439 - Amendment of articles of incorporation of public benefit corporation.

If a public benefit corporation has not conducted a meeting of the members and if members have not actively participated in the public benefit corporation’s affairs for three years or more, the public benefit corporation’s board of directors may act in accordance with ORS 65.434 to amend the articles of incorporation to state that the public benefit corporation does not have members if: (1) The board first notifies any known members and posts a notice on the public benefit corporation’s website or otherwise gives comparable notice to the public of the proposed amendment to the articles of incorporation; and (2) The board does not receive an objection from any member within 30 days after the date of the notice. [2019 c.174 §6]
OR Rev Stat § 65.441 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.441 - Class voting by members on amendments.

(1) In a public benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would affect the rights of the class as to voting in a manner different from the manner in which the amendment would affect another class or members of another class. (2) In a mutual benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would: (a) Affect the rights, privileges, preferences, restrictions or conditions of the class as to voting, dissolution, redemption or transfer of memberships in a manner different from the manner in which the amendment would affect another class; (b) Change the rights, privileges, preferences, restrictions or conditions of the class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; (c) Increase or decrease the number of memberships authorized for the class; (d) Increase the number of memberships authorized for another class; (e) Effect an exchange, reclassification or termination of the memberships of the class; or (f) Authorize a new class of memberships. (3) In a religious corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation only if a class vote is provided for in the articles of incorporation or bylaws. (4) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation of a public benefit corporation or mutual benefit corporation, the amendment must be approved by the members of each class entitled to vote on articles of incorporation that would be created by the amendment. (5)(a) Except as provided in the articles of incorporation or bylaws of a mutual benefit corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by the members of the class entitled to vote on articles of incorporation by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (b) Except as provided in the articles of incorporation or bylaws of a public benefit corporation or religious corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by a majority of the members of the class entitled to vote on articles of incorporation. (6) A class of members of a public benefit corporation or mutual benefit corporation is entitled to the voting rights granted by this section although the articles of incorporation and bylaws provide that the class may not vote on the proposed amendment. [1989 c.1010 §110; 2019 c.174 §75]
OR Rev Stat § 65.447 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.447 - Articles of amendment.

A corporation amending the corporation’s articles of incorporation shall deliver for filing to the Secretary of State articles of amendment setting forth: (1) The name of the corporation. (2) The text of each amendment adopted. (3) The date of each amendment’s adoption. (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators. (5) If approval by members entitled to vote on articles of incorporation 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 the amendment; and (b) The total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment. (6) If approval of the amendment by some person or persons other than the members entitled to vote on articles of incorporation, the board of directors or the incorporators is required pursuant to ORS 65.467, a statement that the approval was obtained. [1989 c.1010 §111; 2019 c.174 §76]
OR Rev Stat § 65.454 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.454 - Amendment pursuant to court order.

(1) A corporation’s articles of incorporation may be amended without approval by the board of directors, approval by the members entitled to vote on articles of incorporation or approval required pursuant to ORS 65.467: (a) To carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute; or (b) In a proceeding brought by the Attorney General to correct the statement in the articles of incorporation or the annual report with regard to whether the corporation is a public benefit corporation or mutual benefit corporation or, subject to the provisions of ORS 65.042, a religious corporation. (2) The articles of incorporation after amendment must contain only provisions required or permitted by ORS 65.047. (3) The individual or individuals designated by the court in a reorganization proceeding, or the Attorney General in a proceeding brought by the Attorney General, shall deliver to the Secretary of State for filing articles of amendment setting forth: (a) The name of the corporation; (b) The text of each amendment approved by the court; (c) The date of the court’s order or decree approving the articles of amendment; (d) The title of the proceeding in which the order or decree was entered; and (e) A statement whether the court had jurisdiction of the proceeding under federal statute or under subsection (1)(b) of this section. (4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [1989 c.1010 §113; 2019 c.174 §78]
OR Rev Stat § 65.457 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.457 - Effect of amendment and restatement.

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name. [1989 c.1010 §114]
OR Rev Stat § 65.461 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.461 - Amendment by directors.

A corporation that does not have members with the power to vote on bylaws shall amend the corporation’s bylaws only as provided in this section. The corporation’s incorporators, until directors have been chosen, and thereafter the corporation’s board of directors may adopt one or more amendments to the corporation’s bylaws subject to any approval required under ORS 65.467. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice must be 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 a proposed amendment to the bylaws and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. [1989 c.1010 §115; 2019 c.174 §79]
OR Rev Stat § 65.467 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.467 - Approval by third persons.

A corporation’s articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors. A provision of the articles of incorporation that has this requirement may not be amended without the approval in writing of the specified person or persons. [1989 c.1010 §117; 2019 c.174 §81]
OR Rev Stat § 65.481 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.481 - Approval of plan of merger.

(1) Subject to the limitations set forth in ORS 65.484, one or more nonprofit corporations may merge with a business or nonprofit corporation, if the plan of merger is approved as provided in ORS 65.487. (2) The plan of merger must set forth: (a) The name of each business or nonprofit corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge; (b) The terms and conditions of the merger; (c) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and (d) If the merger involves a mutual benefit or business corporation, the manner and basis, if any, of converting the memberships or shares of each merging corporation into memberships, obligations, shares or other securities of the surviving or any other corporation or into cash or other property in whole or part. (3) The plan of merger may set forth: (a) Amendments to the articles of incorporation of the surviving corporation; and (b) Other provisions relating to the merger. [1989 c.1010 §118]
OR Rev Stat § 65.491 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.491 - Articles and plan of merger.

(1) After the board of directors of each merging corporation and, if required under ORS 65.487, the members of each merging corporation and any other persons that must approve a plan of merger approve the plan, the surviving corporation shall deliver to the Secretary of State for filing: (a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; (b) A plan of merger or, in lieu of a plan of merger, a written declaration that: (A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and (B) States that the surviving entity will provide any owner or shareholder of any constituent entity with a copy of the plan of merger upon request and at no cost; (c) A written declaration that: (A) States that a sufficient vote of the board of directors of each corporation approved the plan of merger, if the approval of members was not required; or (B) Sets forth, if the members of one or more corporations were required to approve the plan of merger: (i) The designation and number of members of each class entitled to vote separately on the plan and the number of votes each class is entitled to cast; and (ii) The total number of votes that each class entitled to vote separately on the plan cast for and against the plan; (d) A written declaration that states that a person or persons other than the members of the board approved the plan, if required under ORS 65.487 (1)(c); and (e) A written declaration that states that the Attorney General approved the plan, if the plan required the Attorney General’s approval. (2) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed. [1989 c.1010 §121; 2015 c.28 §5; 2019 c.174 §84]
OR Rev Stat § 65.494 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.494 - Effect of merger.

When a merger takes effect: (1) Each corporation that was a party to the merger merges into the surviving corporation and the separate existence of each corporation except the surviving corporation ceases; (2) The title to all real estate and other property owned by each corporation that was a party to the merger is vested in the surviving corporation without reversion or impairment and is subject to any and all conditions to which the property was subject before the merger; (3) The surviving corporation has all liabilities and obligations of each corporation that was a party to the merger; (4) The surviving corporation remains subject to any restriction that a gift instrument imposes on assets that any party to the merger holds; (5) A proceeding pending against any corporation that was a party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; (6) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger; and (7) The memberships or shares of each nonprofit corporation, domestic business corporation or foreign business corporation that was a party to the merger that are to be converted into memberships, obligations, shares or other securities of the surviving corporation or any other corporation or into cash or other property are converted and the former holders of the memberships or shares are entitled only to the rights provided in the articles of merger. [1989 c.1010 §122; 2019 c.174 §85]
OR Rev Stat § 65.497 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.497 - Merger with foreign corporation.

(1) Except as provided in ORS 65.484, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if: (a) The merger is permitted by the law of the state or country under whose law each foreign business or nonprofit corporation is incorporated and each foreign business or nonprofit corporation complies with that law in effecting the merger; (b) The foreign business or nonprofit corporation complies with ORS 65.491 if it is the surviving corporation of the merger; and (c) Each domestic nonprofit corporation complies with the applicable provisions of ORS 65.481 to 65.487 and, if it is the surviving corporation of the merger, with ORS 65.491. (2) Upon the merger taking effect, a surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the Secretary of State as its agent for service of process in any proceeding brought against it. [1989 c.1010 §123]
OR Rev Stat § 65.504 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.504 - Merger with business corporation.

Any domestic business corporation which is a party to a merger with a nonprofit corporation pursuant to this chapter shall comply with all applicable requirements of the Oregon Business Corporation Act relating to mergers except when inconsistent with this chapter. If a domestic business corporation is the survivor of a merger with a nonprofit corporation, following the merger it shall be subject to the Oregon Business Corporation Act. [1989 c.1010 §125]
OR Rev Stat § 65.531 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.531 - Sale of assets in regular course of activities; mortgage of assets.

(1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (a) Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or (b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities. (2) Unless required by the articles of incorporation, approval by the members or any other person of a transaction described in subsection (1) of this section is not required. [1989 c.1010 §126]
OR Rev Stat § 65.551 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.551 - Prohibited distributions.

Except as authorized by ORS 65.554, a corporation shall not make any distributions. [1989 c.1010 §128]
OR Rev Stat § 65.554 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.554 - Authorized distributions.

Unless prohibited by the corporation’s articles of incorporation or bylaws: (1) A mutual benefit corporation may purchase the mutual benefit corporation’s memberships and, under the circumstances indicated in ORS 65.147 and 65.171, a public benefit corporation or religious corporation may purchase the public benefit corporation’s or religious corporation’s memberships, if after the purchase is completed: (a) The corporation would be able to pay the corporation’s debts as they become due in the usual course of the corporation’s activities; and (b) The corporation’s total assets would at least equal the sum of the corporation’s total liabilities. (2) A corporation may make distributions upon dissolution in conformity with ORS 65.621 to 65.674. (3) A corporation may make distributions to a member that is a religious corporation or public benefit corporation or to a foreign nonprofit corporation that, if incorporated in this state, would qualify as a religious corporation or public benefit corporation. [1989 c.1010 §129; 2019 c.174 §87]
OR Rev Stat § 65.621 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.621 - Dissolution by incorporators.

(1) A majority of the incorporators of a corporation that has no members and that does not yet have initial directors may, subject to any approval required by the corporation’s articles of incorporation or bylaws, dissolve the corporation by delivering articles of dissolution to the Secretary of State for filing. (2) The corporation shall give the incorporators notice equivalent to that specified in ORS 65.344 (2), of any meeting at which dissolution will be considered. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation. (3) The incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. [1989 c.1010 §130; 2019 c.174 §88]