reglab/housing_qa huggingface dataset:
OR Rev Stat § 65.057 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.057 - Organization of corporation.

(1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors, with notice as provided in ORS 65.344, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting. (b) If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators with equivalent notice to that specified in ORS 65.344: (A) To complete the organization of the corporation and to elect directors; or (B) To elect a board of directors whose election completes the organization of the corporation. (2) Action required or permitted by this chapter to be taken by incorporators or directors at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator or director, in accordance with the procedures of ORS 65.341. (3) An organizational meeting may be held in or out of this state. [1989 c.1010 §24; 2015 c.278 §2; 2019 c.174 §19]
OR Rev Stat § 65.061 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.061 - Bylaws.

(1) The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at the corporation’s organizational meeting, shall adopt initial bylaws for the corporation. (2) The bylaws may contain any provision for managing and regulating the affairs of the corporation that is consistent with law and the articles of incorporation. (3) Except with respect to a corporation’s articles of incorporation, provisions in the bylaws control provisions in any other document for managing or regulating the affairs of the corporation. If a provision in the bylaws is inconsistent with a provision in the articles of incorporation, the provision in the articles of incorporation controls. [1989 c.1010 §25; 2019 c.174 §20]
OR Rev Stat § 65.064 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.064 - Emergency bylaws and powers.

(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency as described in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: (a) Procedures for calling a meeting of the board of directors; (b) Quorum requirements for the meeting; and (c) Designation of additional or substitute directors. (2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (3) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation. A corporate director, officer, employee or agent is not liable for deviation from normal procedures if the conduct was authorized by emergency bylaws adopted as provided in this section. (4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some present or imminent catastrophic event. [1989 c.1010 §26; 2019 c.174 §21]
OR Rev Stat § 65.067 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.067 - Corporation sole.

(1) Except as provided in subsection (5) of this section, an individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation sole under this section. A corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator. (2) The name of the corporation sole is the same as the office within the church or religious denomination that the incorporator holds, followed by the words "and successors, a corporation sole." (3) Except to the extent that a provision of this chapter is not applicable to a corporation sole’s form of organization, all of the provisions of this chapter apply to a corporation sole. If the corporation sole has no officers, the director may perform any act that an officer may perform with the same effect and in the same manner as though one or more officers of the corporation sole performed the act. (4) If a corporation sole or the individual that constitutes the corporation sole is the only member of a religious corporation, the religious corporation need not hold an annual membership meeting under ORS 65.201 if the religious corporation is: (a) Incorporated under the provisions of this chapter; and (b) Of the same church or religious denomination as the corporation sole. (5) A corporation sole may not be formed or incorporated in this state on or after June 8, 2015. A corporation sole that exists before June 8, 2015, may continue to operate as a corporation sole, subject to the provisions of this chapter. [1989 c.1010 §27; 2013 c.139 §1; 2015 c.278 §1]
OR Rev Stat § 65.074 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.074 - Purposes.

(1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. A person may not incorporate a corporation under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency. (2) A corporation that is subject to regulation under another statute of the state may not be incorporated under this chapter if the corporation must be organized under the other statute. [1989 c.1010 §28; 2019 c.174 §22]
OR Rev Stat § 65.077 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.077 - General powers.

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including, without limitation, power to: (1) Sue and be sued, complain and defend in its corporate name. (2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or reproducing it in any other manner. (3) Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation. (4) Purchase, take by gift, devise or bequest, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property or any interest in property, wherever located. (5) Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property. (6) Purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of and deal in or with shares or other interests in or obligations of any other entity. (7) Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income. (8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by ORS 65.364. (9) Be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity. (10) Conduct its activities, locate offices and exercise the powers granted by this chapter within or without this state. (11) Elect or appoint directors, officers, employees, and agents of the corporation, define their duties and fix their compensation, if any. (12) Pay pensions and establish pension plans, pension trusts and other benefit and incentive plans for any or all of its current or former directors, officers, employees and agents. (13) Unless otherwise provided in the articles of incorporation, make donations not inconsistent with law for the public welfare or for charitable, benevolent, religious, scientific or educational purposes and for other purposes that further the corporate interest. (14) Impose dues, assessments, admission and transfer fees upon its members. (15) Establish conditions for admission of members, admit members and issue memberships. (16) Carry on a business. (17) Do any other act, not inconsistent with law, that furthers the activities and affairs of the corporation. (18) Dissolve, merge or reorganize as provided in this chapter. [1989 c.1010 §29]
OR Rev Stat § 65.081 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.081 - Emergency powers.

(1) During an emergency defined in subsection (4) of this section, the board of directors or a corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; or (b) Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so. (2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise: (a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and (b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for purposes of the meeting, in order of the officer’s rank, and within the same rank in order of seniority, as necessary to achieve a quorum. (3) Corporate action taken in good faith under this section to further the affairs of the corporation during an emergency binds the corporation. A corporate director, officer, employee or agent shall not be liable for deviation from normal procedures if the conduct was authorized by emergency powers provided in this chapter. (4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some present or imminent catastrophic event. [1989 c.1010 §30]
OR Rev Stat § 65.084 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.084 - Challenge of corporate authority; remedy.

(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation’s power to act may be challenged: (a) In a proceeding by a member or members, a director or the Attorney General against the corporation to enjoin the act; (b) In a proceeding by the corporation, directly, derivatively or through a receiver, a trustee or other legal representative, including the Attorney General in the case of a public benefit corporation, against an incumbent or former director, officer, employee or agent of the corporation; (c) In a proceeding under ORS 65.664; or (d) In an action under ORS 65.281. (3) In a proceeding under subsection (2)(a) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss other than anticipated profits suffered by the corporation or another party because of enjoining the unauthorized act. [1989 c.1010 §31; 2019 c.325 §23]
OR Rev Stat § 65.094 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.094 - Corporate name.

(1) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by ORS 65.074 and the articles of incorporation. (2) A corporate name may not contain the word "cooperative" or the phrase "limited partnership." (3) A corporate name must be written in the alphabet used to write the English language but may include Arabic and Roman numerals and incidental punctuation. (4) Except as authorized by subsection (5) of this section, a corporate name must be distinguishable upon the records of the Secretary of State from any other corporate name, professional corporate name, business corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the Secretary of State. (5) The corporate name need not satisfy the requirement of subsection (4) of this section if the applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction that finds that the applicant has a prior or concurrent right to use the corporate name in this state. (6) The provisions of this section do not prohibit a corporation from transacting business under an assumed business name. (7) The provisions of this section do not: (a) Abrogate or limit the law governing unfair competition or unfair trade practices; or (b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names. [1989 c.1010 §32; 2019 c.174 §23]
OR Rev Stat § 65.097 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.097 - Reserved name.

(1) A person may apply to the Secretary of State to reserve a corporate name. The application must set forth the name and address of the applicant and the name proposed to be reserved. (2) If the Secretary of State finds that the corporate name applied for conforms to ORS 65.094, the Secretary of State shall reserve the name for the applicant for a 120-day period, following which the applicant may reapply for the name on the same basis as other applicants. (3) A person may transfer the reservation of a corporate name to another person by delivering to the Secretary of State a notice of the transfer executed by the person for whom the name was reserved and specifying the name and address of the transferee. [1989 c.1010 §33; 2019 c.174 §24]
OR Rev Stat § 65.101 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.101 - Registered name.

(1) A foreign corporation may apply to the Secretary of State to register the foreign corporation’s corporate name. (2) The application must set forth the corporate name, the state or country of incorporation, the date of incorporation, a brief description of the nature of the activities in which the foreign corporation is engaged and a statement that the foreign corporation is not carrying on or doing business in this state. The application must be accompanied by a certificate of existence or a document of similar import current within 60 days of delivery, duly authenticated by the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated. (3) If the Secretary of State finds that the name conforms to ORS 65.094, the Secretary of State shall register the name effective for one year. (4) A foreign corporation whose registration is effective may renew the name for successive years by delivering to the Secretary of State for filing a renewal application that complies with the requirements of this section before the lapse of the previous registration. Filing of the renewal application renews the registration for an additional year from the date on which the registration previously expired. (5) A foreign corporation whose registration is effective may thereafter qualify to do business in this state as a foreign corporation under that name or transfer the registered name to another applicant for the name by the procedures provided in ORS 65.097 (3) with respect to reserved names. Filing of such a consent terminates the prior registration and operates as a reservation in the name of the transferee, if the transferee does not simultaneously file under that name. [1989 c.1010 §34; 2019 c.174 §25]
OR Rev Stat § 65.111 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.111 - Registered office and registered agent.

(1) Each corporation shall continuously maintain in this state both: (a) A registered agent, who must be: (A) An individual who resides in this state; (B) A corporation, domestic business corporation, domestic limited liability company or domestic professional corporation with an office in this state; or (C) A foreign corporation, foreign business corporation, foreign limited liability company or foreign professional corporation authorized to transact business in this state with an office in this state; and (b) A registered office of the corporation, which must be the residence or office address of the registered agent. (2) A registered office under this section must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office. [1989 c.1010 §35; 2001 c.315 §29; 2017 c.705 §27]
OR Rev Stat § 65.114 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.114 - Change of registered office or registered agent.

(1) A corporation may change the corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (a) The name of the corporation; (b) If the current registered office is to be changed, the address, including the street and number, of the new registered office; (c) If the current registered agent is to be changed, the name of the new registered agent and a statement that the new agent has consented to the appointment; and (d) A statement that after the change or changes are made, the street addresses of the corporation’s registered office and the office or residence address of the corporation’s registered agent will be identical. (2) If the registered agent changes the street address of the agent’s designated office or residence, the registered agent shall change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (1) of this section and recites that the corporation has been notified of the change. (3) The filing by the Secretary of State of a statement submitted under this section terminates the existing registered office or agent, or both, on the effective date of the filing and establishes the newly appointed registered office or agent, or both, as that of the corporation. [1989 c.1010 §36; 2019 c.174 §26]
OR Rev Stat § 65.117 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.117 - Resignation of registered agent.

(1) A registered agent may resign as registered agent upon delivering a signed statement to the Secretary of State and giving notice in the form of a copy of the statement to the corporation for filing. The statement may include a statement that the registered office is also discontinued. (2) Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the corporation under subsection (1) of this section must be addressed to the corporation at the corporation’s principal office as shown in the most recent annual report filed pursuant to ORS 65.787 or, if the annual report does not show the address, the address specified in the articles of incorporation. (3) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement was filed by the Secretary of State, unless the corporation shall sooner appoint a successor registered agent as provided in ORS 65.114 thereby terminating the capacity of the prior agent. [1989 c.1010 §37; 1993 c.190 §5; 2019 c.174 §27]
OR Rev Stat § 65.121 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.121 - Service on the corporation.

The provisions of ORS 60.121 shall apply to corporations organized under or subject to the provisions of this chapter. [1989 c.1010 §38; 1991 c.67 §12]
OR Rev Stat § 65.131 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.131 - Admission.

(1) Articles of incorporation or bylaws may establish criteria or procedures for admission of members. (2) A person may not be admitted as a member without consent of the person, express or implied. (3) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to membership in the corporation. [1989 c.1010 §39; 2019 c.174 §28]
OR Rev Stat § 65.134 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.134 - Consideration.

Except as provided in the corporation’s articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board of directors. [1989 c.1010 §40; 2019 c.174 §29]
OR Rev Stat § 65.137 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 065 - Nonprofit Corporations|Section 65.137 - No requirement for members.

A corporation does not need to have members and does not have members unless the corporation’s articles of incorporation state that the corporation has members. [1989 c.1010 §41; 2019 c.174 §30]