reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.281 - Judicial review of corporate action; persons permitted to seek review.

(1)(a) Subject to subsection (2) of this section, a circuit court of this state may:
(A) Determine the validity and effectiveness of a corporate action or a defective corporate action;
(B) Determine the validity and effectiveness of a ratification or approval of a defective corporate action;
(C) Order the corporation to conduct a meeting of members for the purposes specified in ORS 65.266 (3) and 65.269; or
(D) Modify or waive any of the provisions specified in ORS 65.266 or 65.269.
(b) In connection with an action under paragraph (a) of this subsection, a court may make any findings or orders and consider any matters the court deems proper under the circumstances.
(2)(a) The following persons may bring an action to have a court make a determination or modification or allow a waiver under subsection (1) of this section:
(A) The corporation or a successor entity to the corporation;
(B) A director of the corporation;
(C) A member of the corporation; and
(D) Any other person that claims that a ratification of a defective corporate action substantially and adversely affects the person.
(b) For the purposes of paragraph (a) of this subsection, a member of the corporation includes a person that was a member on the date on which the corporation ratified the defective corporate action.
(3) A person may serve process on the corporation in an action under this section in accordance with the manner appropriate for service of process specified under the laws of this state. The court may proceed to adjudicate the action without joining another party, but if the corporation brings the action, the court may require the corporation to provide notice to other persons the court specifies and may permit other persons to intervene in the action.
(4)(a) A person must bring, within 120 days after the later of the effective date of validation or the date of the notice that a corporation gives under ORS 65.269 or 65.272, as applicable, any action that claims that a ratification of a defective corporate action is not valid or effective or that the defective corporate action is valid or effective only under certain conditions.
(b) A person’s failure to contact a corporation to determine the calendar date by which the person must bring an action under this section does not eliminate or extend the 120-day period specified in paragraph (a) of this subsection. [2019 c.325 §18]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.301 - Requirement for and duties of board.

(1) Each corporation must have a board of directors.
(2) The board of directors shall exercise, or delegate or otherwise authorize the exercise of, all corporate powers and shall direct the management of the corporation’s affairs, subject to any limitation set forth in the articles of incorporation. The board of directors shall retain authority over an exercise of corporate powers that the board delegates or authorizes under this section. [1989 c.1010 §70; 2019 c.174 §51]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.307 - Number of directors.

(1) A board of directors must consist of one or more individuals for a mutual benefit or religious corporation and three or more individuals for a public benefit corporation, with the number specified or fixed in accordance with the articles of incorporation or bylaws.
(2) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed periodically, within the minimum and maximum, by the members or the board of directors. If the articles of incorporation establish a fixed or a variable range for the size of the board of directors and the corporation has members entitled to vote for directors, then only the members may change the range for the size of the board or change from a fixed or a variable-range size board. [1989 c.1010 §72]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.311 - Election, designation and appointment of directors.

(1) If a corporation has members entitled to vote for directors, all the directors, except the initial directors, must be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated.
(2) If a corporation does not have members entitled to vote for directors, all the directors, except the initial directors, must be elected, appointed or designated as provided in the articles of incorporation or bylaws. If the articles of incorporation or bylaws do not set forth a method of election, appointment or designation, the directors, other than the initial directors, must be elected by the board.
(3) If a corporation does not have directors and does not have members who can elect directors, a circuit court of this state may appoint one or more directors at the Attorney General’s request. [1989 c.1010 §73; 2019 c.174 §52]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.314 - Terms of directors generally.

(1) A corporation’s articles of incorporation or bylaws may specify the terms of directors. Except for designated directors or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director is one year. Directors may be elected for successive terms.
(2) A decrease in the number of directors or term of office does not shorten an incumbent director’s term.
(3) Except as provided in the articles of incorporation or bylaws:
(a) The term of a director filling a vacancy in the office of an elected director expires at the next election of directors; and
(b) The term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.
(4) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. [1989 c.1010 §74; 2019 c.174 §53]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.317 - Staggered terms for directors.

A corporation’s articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. [1989 c.1010 §75; 2019 c.174 §54]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.321 - Resignation of directors.

(1) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary.
(2) A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date.
(3) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. [1989 c.1010 §76]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.324 - Removal of directors elected by members or directors.

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise:
(a) The members of the corporation may remove one or more directors the members elected with or without cause unless the articles of incorporation provide that removing a director requires cause.
(b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, only the members of that class, chapter, unit or grouping entitled to vote may participate in the vote to remove the director.
(c) A director may be removed under paragraph (a) or (b) of this subsection by a majority of the votes cast.
(2) Members of a corporation may remove a director the members elected only at a special meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one of the purposes, of the meeting is to remove the director.
(3) An entire board of directors may be removed under subsection (1)(a) or (b) of this section.
(4) Unless a corporation’s articles of incorporation or bylaws provide that removing a director requires cause, a director elected by the board of directors may be removed with or without cause by a vote of a majority of the directors then in office or by a greater number as set forth in the articles of incorporation or bylaws. A director elected by the board to fill the vacancy of a director elected by the members may be removed by the voting members or the directors.
(5) If at the beginning of a director’s term on the board, the articles of incorporation or bylaws provide that the director may be removed for missing more than a specified number of meetings or for reasons set forth in the articles of incorporation or bylaws, a majority of the directors may remove the director for such reasons.
(6) The articles of incorporation or bylaws of a religious corporation may:
(a) Limit the application of this section; and
(b) Set forth the vote and procedures by which the board of directors or any person may remove with or without cause a director elected by the members or the board. [1989 c.1010 §77; 2019 c.174 §55]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.327 - Removal of directors by judicial proceeding.

(1) The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the corporation’s registered office was last located, may remove any director of the corporation from office in a proceeding commenced by the corporation, by at least 10 percent of the members of any class entitled to vote for directors, or by the Attorney General in the case of a public benefit corporation if the court finds that:
(a) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or the director has violated a duty set forth in ORS 65.357 to 65.367 or 65.377; and
(b) Removal is in the best interest of the corporation.
(2) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.
(3) If members or the Attorney General commences a proceeding under subsection (1) of this section, the corporation must be made a party defendant.
(4) A public benefit corporation or the members of the public benefit corporation who commence a proceeding under subsection (1) of this section shall give the Attorney General written notice of the proceeding.
(5) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section. [1989 c.1010 §79; 2019 c.174 §56]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.331 - Removal of designated or appointed directors.

(1) A designated director may be removed by an amendment to the articles of incorporation or bylaws that deletes or changes the designation.
(2)(a) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person that appointed the director or by the board of directors.
(b) The person that removes the appointed director shall give written notice of the removal to the appointed director and, if the person that removes the appointed director is the person that appointed the director, to either the presiding officer of the board or the corporation’s president or secretary.
(c) Removal of an appointed director is effective when the notice is effective under ORS 65.034 unless the notice specifies a future effective date. [1989 c.1010 §78; 2019 c.174 §57]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.334 - Vacancy on board.

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) The members entitled to vote for directors, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if the vacancy is filled by the members;
(b) The board of directors may fill the vacancy; or
(c) If the directors remaining in office constitute fewer than a quorum of the board of directors, the board of directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(3) If a vacant office was held by a designated director, the vacancy must be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable provision in the articles of incorporation or bylaws, the board of directors may not fill the vacancy.
(4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under ORS 65.321 (2) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [1989 c.1010 §80; 2019 c.174 §58]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.337 - Regular and special meetings.

(1) If the time and place of a board of directors’ meeting is fixed by the bylaws, or is scheduled by the board of directors in a manner that informs all directors of the time and place without additional notice, the meeting is a regular meeting. All other meetings are special meetings.
(2) The board of directors may hold regular or special meetings in or out of this state.
(3) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously communicate during the meeting.
(4) If a meeting is conducted in accordance with subsection (3) of this section:
(a) All participating directors must be informed that a meeting is taking place at which official business may be transacted; and
(b) A director participating in the meeting is, for the purposes of transacting any official business, present in person at the meeting. [1989 c.1010 §82; 2005 c.161 §1; 2019 c.174 §60]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.341 - Action without meeting.

(1) Unless the articles of incorporation or bylaws specify that a board of directors’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.
(3) A consent signed under this section has the effect of a meeting vote and may be described as a meeting vote in any document. [1989 c.1010 §83; 2005 c.161 §2; 2019 c.174 §61]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.343 - Board of directors’ use of electronic means to take action; announcement required before taking action; contents of announcement; exceptions; effect and effective date of action taken by electronic means.

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s board of directors may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the board of directors to take at a board of directors meeting if the corporation complies with this section.
(2)(a) Before taking an action under subsection (1) of this section, a corporation shall send to the electronic mail address that each director provided to the corporation for receiving communications from the corporation an electronic mail announcement that states that the board of directors will take the action.
(b) The electronic mail announcement the corporation sends under paragraph (a) of this subsection must include a description of the matter on which the board of directors will take action. The electronic mail announcement must specify a deadline of not less than 48 hours after the time the corporation sends the announcement in which a director may record the director’s vote.
(c) The corporation shall include the electronic mail announcement described in this subsection and a record of the directors’ votes in the minutes for the directors’ meeting or shall file the announcement and record of the directors’ votes in documents that reflect the action that the board took.
(3) Notwithstanding subsection (1) of this section, a corporation’s board of directors may not use electronic mail or other electronic means to take action if the corporation does not have a record of an electronic mail address for a director.
(4) A director may change the director’s vote at any time before the deadline set forth in the electronic mail announcement described in subsection (2) of this section.
(5) An affirmative vote of the majority of the directors who hold office at the time the board of directors takes an action by means of electronic mail or by other electronic means is an act of the board, unless a corporation’s articles of incorporation or bylaws require an affirmative vote of a greater number of directors. The board’s action under this subsection has the effect of a meeting vote and the corporation may describe the action as a meeting vote in any document.
(6) The board of directors’ action under subsection (5) of this section is effective on the deadline specified in the electronic mail announcement described in subsection (2) of this section, unless the announcement specifies a different effective date or time.
(7) The board of directors may, without complying with all of the requirements of this section, use electronic mail to discuss, but not take action on, an issue that comes before the board. [2021 c.389 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.344 - Call and notice of meetings.

(1) Unless the articles of incorporation, bylaws or this chapter provides otherwise, regular meetings of the board of directors may be held without additional notice of the date, time, place or purpose of the meeting.
(2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, a corporation shall give notice of the date, time and place of special meetings of the board of directors to each director in accordance with ORS 65.034 and at least two days before the meeting. Unless the articles of incorporation, bylaws or this chapter provides otherwise, the notice need not describe the purposes of the special meeting.
(3) Unless the articles of incorporation or bylaws provide otherwise, the presiding officer of the board of directors, the president or 20 percent of the directors then in office may call and give notice of a meeting of the board. [1989 c.1010 §84; 2019 c.174 §62]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.347 - Waiver of notice.

(1) A director may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing and may be a document that is transmitted electronically. The waiver must also be signed by the director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or the corporate records.
(2) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. [1989 c.1010 §85; 2019 c.174 §63]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.351 - Quorum and voting.

(1) Unless the articles of incorporation or bylaws require a greater number or a lesser number than the number authorized under subsection (2) of this section, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins.
(2) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors in office immediately before a meeting begins.
(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present when the act is taken is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. A director is considered present regardless of whether the director votes or abstains from voting. Each director has one vote and may not vote by proxy.
(4) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
(a) The director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or transacting the business at the meeting;
(b) The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
(c) The director delivers written notice of dissent or abstention to the presiding officer of the meeting before the meeting’s adjournment or to the corporation immediately after the meeting adjourns. The right of dissent or abstention is not available to a director who votes in favor of the action taken. [1989 c.1010 §86; 1991 c.231 §4; 2019 c.174 §64]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.354 - Committees.

(1)(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees that exercise the authority of the board. The board may appoint directors to serve on a committee or designate the method of selecting committee members. Each committee must consist of two or more directors, who serve at the pleasure of the board. Only a director may serve as a voting member of a committee.
(b) The creation of a committee and appointment of directors to the committee or designation of a method of selecting committee members under this subsection must be approved by the greater of:
(A) A majority of all the directors in office when the action is taken; or
(B) The number of directors required by the articles of incorporation or bylaws to take action under ORS 65.351.
(2)(a) The board of directors may create committees to advise the board or otherwise serve the corporation. The board may appoint individuals to serve on a committee or specify a method for selecting committee members. A member of a committee the board creates under this subsection may be, but need not be, a director or a member of the corporation.
(b) A committee the board creates under this subsection may not exercise the authority of the board of directors.
(3) ORS 65.337 to 65.351, governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, also apply to committees and committee members.
(4) Except as provided in subsections (2)(b) and (5) of this section, to the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee of the board may exercise the authority of the board of directors.
(5) A committee the board creates under this section may not:
(a) Authorize distributions;
(b) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation’s assets;
(c) Elect, appoint or remove directors or fill vacancies on the board or on any of the board’s committees; or
(d) Adopt, amend or repeal the articles of incorporation or bylaws.
(6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in ORS 65.357. [1989 c.1010 §87; 2019 c.174 §65]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.357 - General standards for directors.

(1) A director shall discharge the duties of a director, including the director’s duties as a member of a committee:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the director reasonably believes to be in the best interests of the corporation.
(2) In discharging the duties of a director, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence;
(c) A committee of the board of directors of which the director is not a member, as to matters within the committee’s jurisdiction, if the director reasonably believes the committee merits confidence; or
(d) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) A director is not liable to the corporation, any member or any other person for any action taken or not taken as a director, if the director acted in compliance with this section. The liability of a director for monetary damages to the corporation and the corporation’s members may be eliminated or limited in the corporation’s articles of incorporation to the extent provided in ORS 65.047 (2)(c). [1989 c.1010 §88; 2019 c.174 §66]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.364 - Loans to or guarantees for directors and officers.

(1) A public benefit corporation or religious corporation may not make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer of the corporation, except as stated in this section. Unless prohibited by the corporation’s articles of incorporation or bylaws, a public benefit corporation or religious corporation may make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer as part of a recruitment package, for a total period not to exceed three years, provided that:
(a) Approval of the loan, guarantee or modification is obtained in the manner provided in ORS 65.361 (2) and (5) for approval of issues involving director conflicts of interest;
(b) Notice of the loan, guarantee or modification is given to the members of the public benefit corporation or religious corporation in the manner provided in ORS 65.784 for notice of certain acts of indemnification; and
(c) Twenty or more days before the loan, guarantee or modification is to become binding on the public benefit corporation or religious corporation, written notice has been given to the Attorney General of the proposed recruitment package for the director or officer, including identification of the amount and character of all items of compensation and a separate statement of the amount and terms of any such loan, guarantee or modification.
(2) A mutual benefit corporation may not lend money to or guarantee the obligation of a director of the mutual benefit corporation unless:
(a) The particular loan or guarantee is approved by a majority of the votes of members entitled to vote, excluding the votes of members under the control of the benefited director; or
(b) The mutual benefit corporation’s board of directors determines that the loan or guarantee benefits the mutual benefit corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees.
(3) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan. [1989 c.1010 §90; 1991 c.231 §6; 2019 c.174 §68]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.367 - Liability for unlawful distributions.

(1) Unless a director complies with the applicable standards of conduct described in ORS 65.357, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.
(2) A director held liable for an unlawful distribution under subsection (1) of this section is entitled to contribution:
(a) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in ORS 65.357; and
(b) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter or the articles of incorporation. [1989 c.1010 §91]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.369 - Liability of qualified directors.

(1) The civil liability of a qualified director for the performance or nonperformance of the director’s duties shall be limited to gross negligence or intentional misconduct.
(2) This section does not affect the civil liability of the entity which a qualified director serves.
(3) For the purposes of this section, "qualified director" means a person who serves without compensation for personal services as:
(a) A member of a board or commission of the state or a governmental subdivision for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of the board or commission but, notwithstanding ORS 30.265 (5), the entity is not thereby rendered immune from liability;
(b) An officer, director or member of an executive board for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of a nonprofit corporation, unincorporated association or nonprofit cooperative corporation that has as its primary purpose:
(A) Religion;
(B) Charity;
(C) Benevolence;
(D) Providing goods or services at no charge to the general public;
(E) Education;
(F) Scientific activity;
(G) Medical or hospital services at reduced costs; or
(H) Engaging in activities of the nature specified in section 501 of the Internal Revenue Code of 1986, as amended;
(c) A director for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of an organization which acts as an advocate for its members and which has as its members individuals or organizations that are:
(A) Members of a particular trade or industry; or
(B) Members of the business community of a particular municipality or area of the state; or
(d) An officer, director or member of an executive board for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of a nonprofit corporation, unincorporated association or nonprofit cooperative corporation composed of owners or lessees of units or interests in any condominium submitted to the provisions of ORS 100.005 to 100.627, any planned community as defined in ORS 94.550, any timeshare property as defined in ORS 94.803, any residential cooperative community or any other residential or commercial common interest real estate community.
(4) An otherwise qualified director shall not be considered to be compensated for personal services if the director receives payment only for actual expenses incurred in attending meetings or performing a director’s duties or receives a stipend which is paid only to compensate the director for average expenses incurred over the course of a year. [1989 c.1010 §§92,92a; 1991 c.64 §4; 1991 c.81 §1; 1991 c.231 §5; 1999 c.677 §64; 2011 c.270 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.371 - Required officers.

(1) A corporation must have a president, a secretary, a treasurer and such other officers as are elected or appointed by the board of directors or by any other person as the articles of incorporation or bylaws may authorize, provided that the articles of incorporation or bylaws may designate other titles in lieu of president, secretary and treasurer.
(2) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the board of directors’ meetings and membership meetings and for authenticating records of the corporation.
(3)(a) Except as provided in paragraph (b) of this subsection, the same individual may simultaneously hold more than one office in a corporation and an officer may be, but need not be, a member of the board of directors.
(b) The same individual may not serve simultaneously as the president, secretary and treasurer of a public benefit corporation. [1989 c.1010 §93; 1991 c.231 §7; 2019 c.174 §69]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.374 - Duties and authority of officers.

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. [1989 c.1010 §94]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.377 - Standards of conduct for officers.

(1) An officer shall discharge the officer’s duties:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the officer reasonably believes to be in the best interests of the corporation.
(2) In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence; or
(c) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.
(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) An officer is not liable to the corporation, any member or other person for any action taken or not taken as an officer if the officer acted in compliance with this section. The liability of the officer for monetary damages to the corporation and the corporation’s members may be eliminated or limited in the corporation’s articles of incorporation to the extent provided in ORS 65.047 (2)(c). [1989 c.1010 §95; 2019 c.174 §70]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.381 - Resignation and removal of officers.

(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date. If a resignation specifies a later effective date and the corporation accepts the later effective date, the corporation’s board of directors or any other person authorized under the articles of incorporation or bylaws may fill the pending vacancy before the effective date if the board or any other person provides that the successor does not take office until the effective date.
(2) A board of directors or any other person authorized under the articles of incorporation or bylaws to elect or appoint an officer may remove any officer the board or any other person is entitled to elect or appoint, at any time with or without cause.
(3) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. [1989 c.1010 §96; 1991 c.231 §8; 2019 c.174 §71]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.387 - Definitions for ORS 65.387 to 65.414.

As used in ORS 65.387 to 65.414:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the corporation’s request if the director’s duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
(3) "Expenses" include attorney fees.
(4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding.
(5) "Officer" means an individual who is or was an officer of a corporation or an individual who, while an officer of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. An officer is considered to be serving an employee benefit plan at the corporation’s request if the officer’s duties to the corporation also impose duties on or include services by the officer to the employee benefit plan or to participants in or beneficiaries of the plan. "Officer" includes, unless the context requires otherwise, the estate or personal representative of an officer.
(6) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative and whether formal or informal. [1989 c.1010 §98]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.391 - Authority to indemnify.

(1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if:
(a) The conduct of the individual was in good faith;
(b) The individual reasonably believed that the individual’s conduct was in the best interests of the corporation, or at least was not opposed to the corporation’s best interests; and
(c) In the case of a criminal proceeding, the individual did not have reasonable cause to believe the conduct of the individual was unlawful.
(2) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (1)(b) of this section.
(3) Terminating a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or the equivalent of nolo contendere does not, of itself, determine that the director did not meet the standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section in connection with:
(a) A proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(b) A proceeding that charged the director with and adjudged the director liable for improperly receiving a personal benefit.
(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
(6)(a) A corporation that provides indemnification to a director in accordance with the corporation’s articles of incorporation or bylaws may not amend the articles of incorporation or bylaws so as to eliminate or impair the director’s right to indemnification after an act or omission occurs that subjects the director to a proceeding or to liability for which the director seeks indemnification under the terms of the articles of incorporation or bylaws.
(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to indemnification if at the time the act or omission occurred the corporation’s articles of incorporation or bylaws explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1989 c.1010 §99; 2011 c.227 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.394 - Mandatory indemnification.

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding. [1989 c.1010 §100; 2005 c.22 §46]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.397 - Advance for expenses.

(1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(a) The director furnishes the corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 65.391; and
(b) The director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if the director is ultimately determined not to have met the standard of conduct.
(2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(3) An authorization of payments under this section may be made by provision in the articles of incorporation or bylaws, by a resolution of the members or board of directors or by contract.
(4)(a) A corporation that authorizes payments in accordance with subsection (3) of this section may not amend or rescind the articles of incorporation, bylaws or resolution that authorizes the payments so as to eliminate or impair a director’s right to payments after an act or omission occurs that subjects the director to a proceeding for which the director seeks payment.
(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to payments if at the time the act or omission occurred the corporation’s articles of incorporation, bylaws or resolution explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1989 c.1010 §101; 2011 c.227 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.401 - Court-ordered indemnification.

Unless the corporation’s articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines:
(1) The director is entitled to mandatory indemnification under ORS 65.394, in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or
(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in ORS 65.391 (1) or was adjudged liable as described in ORS 65.391 (4), whether the liability is based on a judgment, settlement or proposed settlement or otherwise. [1989 c.1010 §102]