reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.204 - Special meeting.

(1) A corporation with members shall hold a special meeting of members:
(a) At the call of the corporation’s board of directors or of the person or persons that the articles of incorporation or bylaws authorize to call the meeting; or
(b) Except as provided in the articles of incorporation or bylaws, if the holders of at least five percent of the voting power of any corporation sign, date and deliver to the corporation’s secretary one or more written demands for the meeting that describe the purpose or purposes for which the meeting is to be held.
(2) If not otherwise fixed under ORS 65.207 or 65.221, the record date for members entitled to demand a special meeting is the date the first member signs the demand.
(3) If a notice for a special meeting demanded under subsection (1)(b) of this section is not given under ORS 65.214 within 30 days after the date the written demand or demands are delivered to the corporation’s secretary, or if the date of the meeting is not set within 30 days after the date the notice is given, regardless of the requirements of subsection (4) of this section a person that signs the demand or demands may set the time and place of the meeting and give notice in accordance with ORS 65.214.
(4) A special meeting of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the board’s specification is consistent with the bylaws. If the board of directors does not determine that the special meeting will occur solely by means of remote communication and a place for the special meeting is not stated in or otherwise fixed in accordance with the bylaws, the special meeting must be held at the corporation’s principal office.
(5) Only matters within the purpose or purposes described in the meeting notice required by ORS 65.214 may be conducted at a special meeting of members. [1989 c.1010 §53; 2013 c.274 §9; 2019 c.174 §38]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.205 - Participation in meeting by remote communication.

(1)(a) Members that are not physically present for a membership meeting may participate in, be deemed present in person at and vote at the membership meeting if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board adopts.
(b) Before a board of directors may authorize members to participate in a membership meeting by remote communication, the corporation shall implement measures to:
(A) Verify that a person that is participating in the membership meeting by remote communication is a member; and
(B) Ensure that a member may participate by remote communication in an effective manner.
(c) The corporation shall maintain a record of the vote or other action of a member that participates in a membership meeting by remote communication.
(2) A notice of a membership meeting at which the board authorizes participation by remote communication shall state that the board authorizes participation by remote communication and shall describe how a member may notify the corporation that the member intends to participate in the membership meeting by remote communication. [2013 c.274 §16]
Note:
65.205 was added to and made a part of ORS chapter 65 by legislative action but was not added to any smaller series therein. See Preface to Oregon Revised Statutes for further explanation.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.207 - Court-ordered meeting; attorney fees.

(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 registered office of the corporation is or was last located, may summarily order a meeting to be held:
(a) On application of any member or other person entitled to participate in an annual or regular meeting or, if the corporation is a public benefit corporation, the Attorney General, if the corporation did not hold an annual meeting within the earlier of six months after the end of the corporation’s fiscal year or 15 months after the corporation’s last annual meeting;
(b) On application of any member or other person entitled to participate in a regular meeting or, if the corporation is a public benefit corporation, the Attorney General, if a regular meeting is not held within 40 days after the date the regular meeting was required to be held;
(c) On application of a member who signed a demand for a special meeting valid under ORS 65.204, a person or persons entitled to call a special meeting or, if the corporation is a public benefit corporation, the Attorney General, if notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation’s secretary or the special meeting was not held in accordance with the notice; or
(d) In accordance with ORS 65.281 for the purpose of approving a ratification of a defective corporate action, as defined in ORS 65.260.
(2) The court may fix the time and place of the meeting, determine the members entitled to participate in the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(3)(a) Except as provided in paragraph (b) of this subsection, the court may award reasonable attorney fees to the prevailing party in an action under this section.
(b) The court may not award attorney fees to the state or a political subdivision of the state if the state or political subdivision prevails in an action under this section.
(4) The request must be set for hearing at the earliest possible time and must take precedence over all matters, except matters of the same character and hearings on preliminary injunctions under ORCP 79 B(3). A court may not issue an order under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless the court fixes a different period in the order. [1989 c.1010 §54; 1995 c.696 §14; 2019 c.174 §39; 2019 c.325 §24a]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.211 - Action without meeting.

(1) Unless a corporation’s articles of incorporation or bylaws specify that a members’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date. If in taking an action without a meeting the corporation complies with the requirements of ORS 65.212, the requirements in this subsection that all members entitled to vote on the action must take the action and must sign a written consent describing the action do not apply.
(2) If not otherwise determined under ORS 65.207 or 65.221, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section.
(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 §55; 2019 c.174 §40]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.212 - Members’ use of electronic mail or other electronic means to discuss issues or take action.

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s members may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the members to take at a 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 member provided to the corporation for receiving communications from the corporation an electronic mail announcement that states that the members 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 members 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 member may record the member’s vote.
(c) The corporation shall include the electronic mail announcement described in this subsection and a record of the members’ votes in the minutes for the meeting or shall file the announcement and record of the members’ votes in documents that reflect the action that the members took.
(3) Notwithstanding subsection (1) of this section, a corporation’s members 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 member.
(4) A member may change the member’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 members at the time the members take an action by means of electronic mail or by other electronic means is an act of the members, unless a corporation’s articles of incorporation or bylaws require an affirmative vote of a greater number of members. The members’ 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 members’ 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) Unless a record date for determining members who may take an action without a meeting under this section is set in accordance with ORS 65.207 or 65.221, the record date is the date of the electronic mail announcement described in subsection (2)(a) of this section.
(8) Members may use electronic mail to discuss an issue that comes before the members. [2019 c.174 §4; 2021 c.389 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.214 - Notice of meeting.

(1) A corporation shall give notice of membership meetings in a fair and reasonable manner that is consistent with the corporation’s bylaws. The corporation must give notice to members entitled to vote at the meeting and to any other person specified in this chapter, the articles of incorporation or the bylaws.
(2) Any notice that conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered, provided, however, that notice of matters referred to in subsection (3)(b) of this section must be given as provided in subsection (3) of this section.
(3) Notice is fair and reasonable if:
(a) The corporation notifies the corporation’s members of the place, date and time of each meeting in accordance with ORS 65.034 no fewer than seven days before the meeting;
(b) Notice of an annual or regular meeting includes a description of any matter or matters that the members must approve under ORS 65.361, 65.404, 65.414 (1)(a), 65.437, 65.464, 65.487, 65.534 or 65.624; and
(c) Notice of a special meeting includes a description of the purpose or purposes for which the meeting is called.
(4) Unless the bylaws require otherwise, if a meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under ORS 65.221, notice of the adjourned meeting must be given under this section to the persons who are members as of the new record date. [1989 c.1010 §56; 1991 c.231 §2; 2019 c.174 §41]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.217 - Waiver of notice.

(1) A member may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in writing, be signed by the member entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(2) A member’s attendance at a meeting waives objection to:
(a) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when the matter is presented. [1989 c.1010 §57; 2019 c.174 §42]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.221 - Record date.

(1) The bylaws may fix or provide the manner of fixing the record date in order to determine the members entitled to notice of a members’ meeting, to demand a special meeting, to vote or to take any other lawful action. A determination of members must be made as of the time of close of transactions on the record date unless another time for doing so is specified at the time the record date is fixed. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date. If a record date is not fixed, then:
(a) To determine the members entitled to notice of a members’ meeting, the record date is the day before the day on which first notice is mailed or otherwise transmitted to members in accordance with ORS 65.034, or if notice is waived, the day preceding the day on which the meeting is held.
(b) To determine the members entitled to demand a special meeting, the record date is as set forth in ORS 65.204 (2).
(c) To determine the members entitled to take action without a meeting, the record date is as set forth in ORS 65.211 (2).
(d) To determine the members entitled to vote at a members’ meeting, the record date is the date of the meeting.
(e) To determine the members entitled to exercise any rights in respect to any other lawful action, the record date is the day on which the board adopts the resolution that relates to the other action, or the 60th day before the date of the other action, whichever is later.
(2) A record date fixed under this section may not be more than 70 days before the meeting or action that requires a determination of members.
(3) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new record date, which the board must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
(4) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, the court may provide that the original record date continues in effect or the court may fix a new record date. [1989 c.1010 §58; 2013 c.158 §28; 2013 c.274 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.222 - Action by written ballot.

(1) Unless prohibited or limited by the articles of incorporation or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
(2) A written ballot must:
(a) Set forth each proposed action; and
(b) Provide an opportunity to vote for or against each proposed action.
(3)(a) Approval by written ballot pursuant to this section is valid only when:
(A) The number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action; and
(B) The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(b) For the purposes of this subsection, the number of votes cast by ballot constitutes a quorum if the number of members who attend a meeting constitutes a quorum.
(4) All solicitations for votes by written ballot must:
(a) Indicate the number of responses needed to meet the quorum requirements;
(b) State the percentage of approvals necessary to approve each matter other than election of directors; and
(c) Specify a reasonable time by which a ballot must be received by the corporation in order to be counted.
(5) Except as otherwise provided in the articles of incorporation or bylaws, a written ballot may not be revoked. [1989 c.1010 §59; 2019 c.174 §43]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.224 - Members’ list for meeting; attorney fees.

(1) A corporation shall prepare and maintain a list of the names, contact information and membership dates of all of the corporation’s members. If there are classes of members, the list must also show the contact information for each member and number of votes each member may cast at a meeting of members.
(2) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice of the meeting is given and continuing through the meeting, at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city or other location where the meeting will be held. A member, the member’s agent or the member’s attorney is entitled, on written demand setting forth a proper purpose, to inspect and, subject to the requirements of ORS 65.774 and 65.782, to copy the list at a reasonable time and at the member’s expense, during the period the list is available for inspection.
(3) The corporation shall make the list of members available at the meeting, and any member, the member’s agent or the member’s attorney is entitled to inspect the list for any proper purpose at any time during the meeting or any adjournment.
(4) If the corporation refuses to allow a member, the member’s agent or the member’s attorney to inspect the list of members before or at the meeting or to copy the list as permitted by subsection (2) of this section, on application of the member, the circuit court of the county where the corporation’s principal office, or if the principal office is not in this state, where the corporation’s registered office is or was last located, may enter a temporary restraining order or preliminary injunction pursuant to ORCP 79 ordering the inspection or copying at the corporation’s expense and may postpone a meeting until the inspection or copying is complete. The court may award reasonable attorney fees to the prevailing party in an action under this subsection. The party initiating such a proceeding need not post an undertaking under ORCP 82 A.
(5) Refusal or failure to prepare or make available the membership list does not affect the validity of action taken at the meeting.
(6) The articles of incorporation or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.
(7) The articles of incorporation of a public benefit corporation organized primarily for political or social action, including but not limited to political or social advocacy, education, litigation or a combination of actions, may limit or abolish the right of a member or the member’s agent or attorney to inspect or copy the membership list if the corporation provides a reasonable means to mail communications to the other members through the corporation at the expense of the member making the request. [1989 c.1010 §60; 1995 c.618 §41; 2005 c.22 §45; 2019 c.174 §44]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.227 - Voting entitlement of members.

(1) Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter on which the members vote. Except as expressly prohibited in this chapter, the articles of incorporation or bylaws may provide for different allocations of votes among member classes or exclude the members or some or all member classes from voting on any issue on which a member or class of members would otherwise be entitled to vote under this chapter.
(2) Unless the articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, with respect to voting the persons’ acts have the following effect:
(a) If only one person votes, the person’s act binds all persons in whose names the membership stands; and
(b) If more than one person votes, the vote is divided on a pro rata basis among the persons in whose names the membership stands.
(3) If a class is entitled to vote as a class for directors, a determination of the voting power of the class must be based on the percentage of the number of directors the class may elect out of the total number of authorized directors. [1989 c.1010 §61; 1991 c.231 §3; 2013 c.158 §29; 2013 c.274 §11; 2019 c.174 §45]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.231 - Proxies.

(1) Unless a corporation’s articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by the member’s attorney-in-fact.
(2) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form.
(3) An appointment of a proxy is revocable by the member.
(4) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(5) Appointment of a proxy is revoked by the person that appoints the proxy:
(a) Attending any meeting and voting in person; or
(b) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
(6) Subject to ORS 65.237 and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member that makes the appointment. [1989 c.1010 §64; 2019 c.174 §46]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.234 - Adjournment.

Unless otherwise provided in the articles of incorporation or bylaws, a majority of votes represented at a meeting of members, whether or not a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any member of any adjournment, except as such notice may be required by ORS 65.214 (4). At the adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held. [1989 c.1010 §68]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.237 - Corporation’s acceptance of votes.

(1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member.
(2) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if:
(a) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(b) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment;
(c) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; or
(d) In the case of a mutual benefit corporation:
(A) The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; or
(B) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.
(3) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member.
(4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
(5) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. [1989 c.1010 §67]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.241 - Quorum requirements.

(1) Unless the articles of incorporation or bylaws provide for a higher quorum, votes represented at a meeting of members constitute a quorum.
(2) An amendment to the articles of incorporation or bylaws to decrease the quorum for any action of the members may be approved by the members or, unless prohibited by the articles of incorporation or bylaws, by the board of directors.
(3) An amendment to the articles of incorporation or bylaws to increase the quorum required for any action of the members must be approved by the members. [1989 c.1010 §62; 2019 c.174 §47]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.244 - Voting requirements.

(1) Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes represented and voting is the act of the members.
(2) An amendment to the articles of incorporation or bylaws to add to, change or delete the vote required for any action of the members must be approved by the members. [1989 c.1010 §63; 2019 c.174 §48]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.247 - Cumulative voting for directors.

(1) If the articles of incorporation or bylaws provide for cumulative voting by members, members may vote cumulatively by multiplying the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.
(2) Cumulative voting is not authorized at a particular meeting unless:
(a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(b) A member gives notice during the meeting and before the vote is taken of the member’s intent to vote cumulatively, and if one member gives this notice all other members participating in the election may vote cumulatively without giving further notice.
(3)(a) Except as provided in paragraph (b) of this subsection, members may, without cause, remove a director who was elected by cumulative voting if the members act in accordance with ORS 65.324.
(b) A proposal to remove a director who was elected by cumulative voting fails if the number of votes that members cast against the proposal to remove the director, or that fail to consent in writing to the removal, would have been sufficient to elect the director under these circumstances:
(A) The members had voted cumulatively at an election that occurred at the time the director was last elected;
(B) All directors authorized to serve on the board of directors were subject to election at that time; and
(C) If during the election:
(i) The members had cast the same total number of votes; or
(ii) All memberships entitled to vote were voted, if the election was by written ballot.
(4) Members may not vote cumulatively if the directors and members are identical. [1989 c.1010 §65; 2019 c.174 §49]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.251 - Other methods of electing directors.

A corporation may provide in the corporation’s articles of incorporation or bylaws for election of directors by members or delegates:
(1) On the basis of chapter or other organizational unit;
(2) By region or other geographic unit;
(3) By preferential voting; or
(4) By any other reasonable method. [1989 c.1010 §66; 2019 c.174 §50]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.254 - Voting agreements.

(1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to 10 years. For public benefit corporations such agreements must have a reasonable purpose not inconsistent with the corporation’s public or charitable purposes.
(2) A voting agreement created under this section is specifically enforceable. [1989 c.1010 §69]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.260 - Definitions for ORS 65.260 to 65.281.

As used in ORS 65.260 to 65.281:
(1) "Corporate action" means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation’s behalf.
(2) "Corrected corporate action" means a corporate action that a corporation ratifies in accordance with ORS 65.260 to 65.281.
(3) "Date of the defective corporate action" means the date, or the approximate date, on which a corporation took a defective corporate action.
(4) "Defective corporate action" means an action that, but for a failure of authorization, is within the corporation’s power to take and would have been within the corporation’s power to take at the time the corporation took the action.
(5) "Effective date of validation" means, irrespective of a filing or the pendency of a judicial proceeding under ORS 65.281 and unless a court orders otherwise, the later of the time at which:
(a) The members of the corporation approve a ratification of a defective corporate action or, if the ratification does not require member approval, the date on which the notice described in ORS 65.272 becomes effective in accordance with ORS 65.034; or
(b) Articles of validation filed in accordance with ORS 65.278 become effective.
(6) "Failure of authorization" means a failure to authorize, approve or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party if, and to the extent that, the failure renders the corporate action void or voidable. [2019 c.325 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.263 - Defective corporate action; ratification or validation; effective date.

(1) A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS 65.266 or validates the defective corporate action in accordance with ORS 65.278.
(2) Ratification under ORS 65.266 or validation under ORS 65.278 is not the exclusive means of ratifying or validating a defective corporate action. An absence or failure to ratify or validate a corporate action in accordance with ORS 65.260 to 65.281 does not:
(a) Affect the validity or effectiveness of a corporate action that is properly ratified under common law or otherwise; or
(b) Create a presumption that the corporate action is or was a defective corporate action or is or was void or voidable. [2019 c.325 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.266 - Ratification by board of directors; procedure; submission to shareholders.

(1) Except as provided in ORS 65.263 (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall:
(a) Identify the defective corporate action the proposal seeks to ratify;
(b) State the date on which the defective corporate action occurred;
(c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and
(d) State that the board of directors intends to ratify the defective corporate action.
(2) If the board of directors proposes to ratify a defective corporate action that relates to the election under ORS 65.057 of an initial board of directors, a majority of the individuals who are exercising the powers of the corporation’s directors, in a notice of the proposal to ratify the defective corporate action, shall:
(a) Identify the person or persons who first took action in the name of the corporation as the initial board of directors;
(b) State the date on which, as appropriate, the person or persons:
(A) First took the action; or
(B) Were purportedly elected as the initial board of directors;
(c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and
(d) State that the board of directors intends to ratify the defective corporate action.
(3) If the board of directors takes action to ratify a defective corporate action, the board shall submit the ratification to the members of the corporation, if any, for approval in accordance with ORS 65.269 if a provision of this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party requires member approval of the ratification or would have required member approval of the defective corporate action on the date of the defective corporate action.
(4) Unless the proposal for ratification under subsection (1) of this section provides otherwise, after the board of directors ratifies the defective corporate action and the members, if required, approve the ratification, the board of directors may abandon the ratification at any time before the effective date of validation without further action from the members. [2019 c.325 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.269 - Quorum; notice to shareholders of proposed ratification.

(1) Quorum and voting requirements that applied to the board of directors at the time a corporation took a defective corporate action apply also to the board of directors in taking an action to ratify the defective corporate action.
(2)(a) Except as provided in paragraph (b) of this subsection, if the members of a corporation must, under ORS 65.266 (3), approve a ratification of a defective corporate action at a meeting, the corporation shall send notice of the meeting to each person, whether or not the person may vote, that is a member of the corporation on:
(A) The record date for notice of the meeting; and
(B) The date of the defective corporate action.
(b) A corporation need not send notice to a person that is a member if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice.
(3) A notice under subsection (2) of this section must:
(a) State that the purpose, or one of the purposes, of the meeting is to consider an approval of the ratification of a defective corporate action.
(b) Include a copy of the action the board of directors took in accordance with, or information required under, ORS 65.266.
(c)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 65.281. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice.
(B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 65.281, the notice must:
(i) State the date on which the corporation anticipates that a person must bring an action; or
(ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation.
(4)(a) Except as provided in paragraph (b) of this subsection, if a board of directors’ ratification of a defective corporate action under ORS 65.266 requires member approval, the quorum and voting requirements that applied to members at the time the members approved the defective corporate action apply also to the members’ approval of the ratification of the defective corporate action.
(b) Member approval of a ratification of an election of a director requires that at a meeting at which a quorum is present the number of votes that members cast that favor the ratification exceeds the number of votes that members cast that oppose the ratification. [2019 c.325 §14]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.272 - Notice of ratification by board of directors.

(1)(a) Except as provided in paragraph (b) of this subsection, unless the members of a corporation must approve a ratification of a defective corporate action under ORS 65.266 (3), the corporation shall send notice of the ratification to each person, whether or not the person may vote, that is a member of the corporation on:
(A) The later of the date on which the board of directors ratified the defective corporate action or the members approved the ratification; and
(B) The date of the defective corporate action.
(b) A corporation need not send notice to a person that is a member of the corporation if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice.
(2) A notice under subsection (1) of this section must:
(a) Provide a copy of the action the board of directors took and the information required under ORS 65.266.
(b)(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 65.281. The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice.
(B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 65.281, the notice must:
(i) State the date on which the corporation anticipates that a person must bring an action; or
(ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation.
(3) A corporation need not send a notice under this section with respect to a ratification that the corporation must submit to members for approval if the corporation sends notice in accordance with ORS 65.269.
(4) A corporation may send a notice required under this section by any method permitted under ORS 65.034. [2019 c.325 §15]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.275 - Corrected corporate action; validity; effective date.

(1) On and after the date on which a corporation ratifies a defective corporate action under ORS 65.266 or validates a defective corporate action under ORS 65.278, the defective corporate action becomes a corrected corporate action and, notwithstanding the 120-day period provided in ORS 65.281 for challenges to the ratification, a corrected corporate action is not void or voidable and is effective as of the date of the defective corporate action.
(2) A defective corporate action that results directly or indirectly from a previous defective corporate action, or a corporate action that a corporation takes in reliance on the previous defective corporate action, is valid and effective as of the date the corporation took the corporate action or the defective corporate action if the corporation ratified the previous defective corporate action under ORS 65.266 or validated the previous defective corporate action under ORS 65.278.
(3) A corporation’s ratification, validation or other approval of a corporate action under ORS 65.260 to 65.281 and a determination, finding, order or judgment in a proceeding under ORS 65.281 does not affect a cause of action or remedy, other than a cause of action or remedy under ORS 65.281, that relates to the corporate action or the corporation’s ratification, validation or other approval of the corporate action under ORS 65.260 to 65.281. [2019 c.325 §16]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.278 - Articles of validation; filing with Secretary of State.

(1) If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of State’s filing the articles of validation amends, supplements or replaces, as appropriate, any previous filing with respect to the defective corporate action.
(2) Articles of validation must:
(a) Describe the defective corporate action that the articles of validation seek to amend, supplement or replace;
(b) Specify the date of the defective corporate action;
(c) Specify the nature of the failure of authorization;
(d) State that the corporation’s board of directors ratified the defective corporate action and that, if necessary, the members approved the ratification;
(e) List the dates of ratification and approval; and
(f) State the information provided in a notification under ORS 65.266.
(3)(a) If a corporation previously filed a document related to a defective corporate action but the articles of validation a corporation submits for filing under subsection (1) of this section do not need to change any information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:
(A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and
(B) Include a copy of the previously filed document.
(b) If a corporation previously filed a document related to a defective corporate action and the articles of validation a corporation submits for filing under subsection (1) of this section must change information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:
(A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and
(B) Include a copy of the previously filed document together with a document that specifies the necessary corrections to the previously filed document.
(c) If a corporation did not previously file a document related to a defective corporate action that a provision of this chapter would have required to be filed to give effect to the defective corporate action, the articles of validation a corporation submits for filing under subsection (1) of this section must have the information required under subsection (2) of this section and must include the document the corporation should have filed previously. [2019 c.325 §17]