reglab/housing_qa huggingface dataset:
OR Rev Stat § 60.752 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.752 - Application of benefit company laws.

(1) Except as otherwise provided in ORS 60.750 to 60.770, ORS 60.750 to 60.770 apply to: (a) A corporation that states in the corporation’s articles of incorporation or articles of conversion that the corporation is subject to ORS 60.750 to 60.770; (b) A limited liability company that states in the limited liability company’s articles of organization or articles of conversion that the limited liability company is subject to ORS 60.750 to 60.770; or (c) A corporation or limited liability company that elects to become a benefit company under ORS 60.754. (2)(a) Except as provided in paragraph (c) of this subsection, a benefit company that is a corporation incorporated under ORS chapter 60 is subject to ORS chapter 60 and to ORS 60.750 to 60.770. (b) Except as provided in paragraph (c) of this subsection, a benefit company that is a limited liability company organized under ORS chapter 63 is subject to ORS chapter 63 and to ORS 60.750 to 60.770. (c) To the extent that a provision of ORS 60.750 to 60.770 conflicts with a provision of ORS chapter 60 or 63, a specific provision of ORS 60.750 to 60.770 controls over a general provision of ORS chapter 60 or 63. (3) ORS 60.750 to 60.770 do not apply to a corporation that is not a benefit company or to a limited liability company that is not a benefit company. [2013 c.269 §2] Note: See note under 60.750.
OR Rev Stat § 60.756 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.756 - Minimum status vote required to approve certain actions; voting requirements.

(1) Except as provided in subsections (2) and (3) of this section, an approval of an action described in ORS 60.754 (2) to (6) is effective only if, in addition to any other applicable requirements, a majority of the interests that are entitled to vote on the action are voted to approve the action. (2) If an entity’s governing documents or the provisions of ORS chapter 60 or 63, as applicable, require more than a majority vote or require each class or series to vote separately, approval of the action is effective only if the requirement for the greater vote or for separate class or series voting is met. (3)(a) If, as of January 1, 2014, an entity has shares that are listed on a national securities exchange or are regularly traded in a market that a member of a national or affiliated securities association maintains, except as provided in paragraph (b) of this subsection, each class or series of the entity’s shares must separately meet the requirement to approve the action by two-thirds of the shares that are entitled to vote. (b) If the entity has gross revenue of $200 million or less, each class or series of the entity’s shares must separately meet the requirement to approve the action by a majority of the shares that are entitled to vote. [2013 c.269 §4; 2015 c.266 §1] Note: See note under 60.750.
OR Rev Stat § 60.758 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.758 - Benefit company purposes and powers.

(1) In addition to any purpose set forth in or adopted in accordance with ORS 60.047 (2)(c)(A), 60.074, 63.047 or 63.074, a benefit company has the purpose of providing a general public benefit. (2)(a) The articles of incorporation or articles of organization for a benefit company may identify a specific public benefit for the benefit company in addition to the purposes described in subsection (1) of this section. A benefit company’s identification of a specific public benefit does not limit the benefit company’s obligation to fulfill the purposes described in subsection (1) of this section. (b) A benefit company may amend the articles of incorporation or articles of organization to add, amend or remove a specific public benefit in the manner otherwise provided for amending the benefit company’s purpose in the articles of incorporation or articles of organization. (3) Notwithstanding the requirement in ORS 58.076 that a professional corporation have rendering professional service as the professional corporation’s sole purpose, a professional corporation that is a benefit company shall have the purposes set forth in ORS 58.076 and the purpose of providing a general public benefit. The professional corporation may identify a specific public benefit in addition to the purposes described in this subsection. [2013 c.269 §5] Note: See note under 60.750.
OR Rev Stat § 60.762 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.762 - Benefit company board of governors; benefit governor; duties, powers and liabilities.

(1)(a) A benefit company must have a board of governors and may designate at least one member of the board as a benefit governor. A benefit governor, in addition to the powers, duties, rights, privileges and immunities that other governors of the benefit company have, has the powers, duties, rights, privileges and immunities set forth in this section. (b) The articles of incorporation, articles of organization, bylaws or other organizational documents of the benefit company may set forth additional qualifications for a benefit governor that are consistent with this section. (2) The benefit company’s governors shall elect or appoint and may remove a benefit governor in accordance with procedures set forth in the benefit company’s articles of incorporation or articles of organization or in accordance with procedures the governors adopt if the articles of incorporation or articles of organization do not specify a procedure. (3) The benefit governor shall provide information or statements to other governors of the benefit company concerning the other governors’ obligations under ORS 60.760. (4) An individual’s action or decision not to act made in the capacity of benefit governor is for all purposes the individual’s action or decision not to act in the individual’s capacity as a governor of the benefit company. (5) A benefit governor is not personally liable for an action or omission the benefit governor makes in the benefit governor’s capacity as a benefit governor unless the action or omission constitutes self-dealing, willful misconduct or a knowing violation of law. [2013 c.269 §7] Note: See note under 60.750.
OR Rev Stat § 60.764 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.764 - Duties of, standard of conduct for and liabilities of officers and managers of benefit company.

(1) A member that has management duties with respect to a benefit company, or an officer or a manager of a benefit company, shall act in the best interests of the benefit company and shall discharge the member’s, officer’s or manager’s duties as provided in ORS 60.374 and 60.377 or in ORS 63.155, as appropriate for the benefit company’s form of organization. In addition, the member, officer or manager shall consider the effects of an action of the member, officer or manager or of the benefit company, or of a decision not to act: (a) To the extent the member, officer or manager has the discretion to take the action or to decide not to act; (b) If, in the member’s, officer’s or manager’s reasonable judgment, the action or decision not to act may have a material effect on the general public benefit or a specific public benefit the benefit company provides; and (c) In accordance with the provisions of ORS 60.760 (1) to (3) for a governor’s consideration of the effects of the action or the decision not to act. (2) A member’s, officer’s or manager’s consideration under this section of the effects of an action, or a decision not to act, is in accordance with ORS 60.374 and 60.377 or with ORS 63.155, as appropriate for the benefit company’s form of organization, as those provisions apply to a member, officer or manager of a benefit company. (3)(a) A member, officer or manager of a benefit company is not personally liable for money damages as a consequence of taking an action or deciding not to act if the member, officer or manager discharged the member’s, officer’s or manager’s duties in accordance with this section and with ORS 60.374 and 60.377 or with ORS 63.155, as appropriate for the benefit company’s form of organization. (b) A member, officer or manager of a benefit company is not personally liable for money damages for the benefit company’s failure to provide a general public benefit or a specific public benefit. (c) A member, officer or manager of a benefit company does not have a duty to a person as a consequence of the person’s status as a beneficiary of the general public benefit or a specific public benefit that the benefit company provides. [2013 c.269 §8] Note: See note under 60.750.
OR Rev Stat § 60.766 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.766 - Proceedings against benefit company; when allowed; who may commence.

(1) Except as provided in subsection (2) of this section, a person may not commence a proceeding against a benefit company, or against the governors, members, officers or managers of a benefit company, to assert a claim that the benefit company, governors, members, officers or managers: (a) Failed to pursue, create or provide a general public benefit or a specific public benefit identified in the benefit company’s articles of incorporation or articles of organization; or (b) Violated a duty or a standard of conduct prescribed under ORS 60.750 to 60.770. (2) A person may commence a direct or derivative proceeding, as appropriate, to compel a benefit company to provide a general public benefit or a specific public benefit or to require a governor, member, officer or manager to act in accordance with a duty or a standard of conduct set forth in the benefit company’s articles of incorporation or articles of organization, or prescribed under ORS 60.750 to 60.770, only if the person is: (a) The benefit company; (b) A governor; (c) A shareholder or member; or (d) Another person identified in the benefit company’s bylaws, articles of incorporation or articles of organization as having a right to commence a proceeding under this section. (3) A benefit company is not liable for money damages as a consequence of failing to provide a general public benefit or a specific public benefit. [2013 c.269 §9] Note: See note under 60.750.
OR Rev Stat § 60.768 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.768 - Benefit report; contents required; delivery and posting.

(1) A benefit company each year shall prepare a benefit report. (2)(a) The benefit report shall give a narrative description of: (A) The extent to which the benefit company provided a general public benefit and the actions and methods the benefit company used to provide the general public benefit. (B) The extent to which the benefit company provided a specific public benefit identified in the benefit company’s articles of incorporation or articles of organization, and the actions and methods the benefit company used to provide the specific public benefit. (C) Any circumstances that hindered or prevented the benefit company from providing a general public benefit or a specific public benefit. (b) In addition to the narrative descriptions required under paragraph (a) of this subsection, the benefit report shall: (A) Assess the extent to which the benefit company met or exceeded a third-party standard that the benefit company selected and identified in the benefit report. The benefit company shall conduct the assessment and evaluate the benefit company’s performance with respect to the third-party standard in a manner that is consistent with assessments and evaluations conducted in previous benefit reports or shall explain the reasons for an inconsistent assessment or evaluation. (B) Describe the process and rationale the benefit company used to select or to change the third-party standard described in subparagraph (A) of this paragraph. (c) A benefit report prepared under this section does not need to be audited or certified by a third party. (3) The benefit company each year shall deliver a copy of the benefit report to each holder of an equity interest within 120 days after the end of the benefit company’s fiscal year or at the same time the benefit company delivers any other annual report to a holder of an equity interest. (4) A benefit company shall post on the publicly accessible pages of the benefit company’s website all of the benefit company’s benefit reports or shall provide without charge a copy of the most recent benefit report to a person that requests a copy unless providing the copy would violate a provision of applicable law. [2013 c.269 §10] Note: See note under 60.750.
OR Rev Stat § 60.770 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.770 - Assessment of public benefit.

The benefit company shall assess the extent to which the benefit company provides a general public benefit and any specific public benefit identified in the benefit company’s articles of incorporation or articles of organization against a third-party standard. [2013 c.269 §11] Note: See note under 60.750.
OR Rev Stat § 60.771 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.771 - Corporate records.

(1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s shareholders and board of directors, a record of all actions that the shareholders or board of directors takes without a meeting and a record of all actions that a committee of the board of directors takes in place of the board of directors on behalf of the corporation. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or the corporation’s agent shall maintain a record of the corporation’s shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and class of shares each shareholder holds. (4) A corporation shall maintain the corporation’s records as documents capable of conversion into a tangible written form within a reasonable time. (5) A corporation shall keep a copy of the following records at the corporation’s principal office or registered office: (a) The articles or restated articles of incorporation and all amendments to the articles of incorporation or restated articles of incorporation that are currently in effect; (b) The corporation’s bylaws or restated bylaws and all amendments to the bylaws or restated bylaws that are currently in effect; (c) Resolutions that the corporation’s board of directors adopts to create one or more classes or series of shares and fixing the relative rights, preferences and limitations for each class or series, if shares issued pursuant to those resolutions are outstanding; (d) The minutes of all shareholders’ meetings and records of all action that shareholders take without a meeting, for the past three years; (e) All written communications to shareholders generally within the past three years; (f) A list of the names and business addresses of the corporation’s current directors and officers; and (g) The corporation’s most recent annual report delivered to the Secretary of State under ORS 60.787. [1987 c.52 §169; 2017 c.55 §16]
OR Rev Stat § 60.774 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.774 - Inspection of records by shareholders.

(1) Subject to ORS 60.777 (3), a shareholder of a corporation may inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in ORS 60.771 (5) if the shareholder gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy the records. (2) A shareholder of a corporation may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) of this section and gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy the records: (a) Excerpts from minutes of any meeting of the board of directors or a meeting that a committee of the board of directors conducts while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action the shareholders, the board of directors or a committee of the board of directors takes without a meeting, to the extent not subject to inspection under subsection (1) of this section; (b) Accounting records of the corporation, including tax returns; and (c) The record of shareholders. (3) A shareholder may inspect and copy the records identified in subsection (2) of this section only if: (a) The shareholder’s demand is made in good faith and for a proper purpose; (b) The shareholder described with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and (c) The records are directly connected with the shareholder’s purpose. (4) The right of inspection granted by this section may not be abolished or limited by a corporation’s articles of incorporation or bylaws. (5) This section does not affect: (a) The right of a shareholder to inspect records under ORS 60.224 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or (b) The power of a court, independent of this chapter, to compel the production of corporate records for examination. (6) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on behalf of the beneficial owner. [1987 c.52 §170; 1989 c.1040 §34; 1993 c.403 §10; 2017 c.55 §17]
OR Rev Stat § 60.777 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.777 - Scope of inspection right.

(1) A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder. (2) The right to copy records under ORS 60.774 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. (3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records. (4) The corporation may comply with a shareholder’s demand to inspect the record of shareholders under ORS 60.774 (2)(c) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder’s demand. [1987 c.52 §171]
OR Rev Stat § 60.781 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.781 - Court-ordered inspection.

(1) If a corporation does not allow a shareholder who complies with ORS 60.774 (1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court of the county where the corporation’s principal office is located, or, if the principal office is not in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the shareholder. (2) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with ORS 60.774 (2) and (3) may apply to the circuit court in the county where the corporation’s principal office is located, or, if the principal office is not in this state, where its registered office is or was last located, for an order to permit inspection and copying of the records demanded. (3) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder’s costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. (4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder. (5) No order shall be issued under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless a different period is fixed by the court. The shareholder’s request shall be set for hearing at the earliest possible time and shall take precedence over all matters, except matters of the same character and hearing on preliminary injunctions under ORCP 79 B(3). [1987 c.52 §172]
OR Rev Stat § 60.784 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.784 - Reports to shareholders of indemnification.

If a corporation indemnifies or advances expenses to a director under ORS 60.391, 60.394, 60.397 or 60.401 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting. [1987 c.52 §173]