reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.992 - Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action.

(1) A member, manager, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the member, manager, employee or agent:
(a) Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document concerning the shell entity or the shell entity’s shares, assets, liabilities, capital, dividends, earnings, accounts or business operations that the member, manager, employee or agent knows is false in any material respect;
(b) Making an entry or causing another person to make an entry in a shell entity’s books, records, minutes or accounts that the member, manager, employee or agent knows is false in any material respect; or
(c) Removing, erasing, altering or canceling, or causing another person to remove, erase, alter or cancel, an entry in a shell entity’s books, records, minutes or accounts if by means of the removal, erasure, alteration or cancellation the member, manager, employee or agent intends to deceive another person.
(2) A member, manager, employee or agent of a shell entity that engages in any of the actions described in subsection (1) of this section in a submission to, or an interaction with, a public agency, as defined in ORS 180.750, makes a false claim and is subject to a civil action as provided in ORS 180.750 to 180.785. [2017 c.705 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.007 - Filing, service, copying and certification fees.

The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1989 c.1010 §§5,5a; 1991 c.132 §5; 1999 c.652 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.011 - Effective time and date of document.

(1) Except as provided in subsection (2) of this section and ORS 56.080, 65.014 and 65.275, a document accepted for filing after review is effective:
(a) On the date the Secretary of State files the document; and
(b) At the time, if any, the document specifies as the document’s effective time or at 12:01 a.m. on that date if the document does not specify an effective time.
(2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective at 12:01 a.m. on that date. A delayed effective date for a document may not be later than the 90th day after the date the document is filed. [1989 c.1010 §6; 2019 c.325 §22]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.014 - Correcting filed document.

(1) A domestic corporation or foreign corporation may correct a document filed by the Secretary of State other than an annual report, if the document:
(a) Contains an incorrect statement; or
(b) Was defectively executed, attested, sealed, verified or acknowledged.
(2) Errors in annual reports may be corrected as provided in ORS 65.787.
(3) A domestic corporation or foreign corporation seeking to correct a document shall deliver the articles of correction to the Secretary of State for filing. The articles of correction must include the following:
(a) A description of the incorrect document, including the filing date or a copy of the document;
(b) A description of the incorrect statement and the reason the statement is incorrect or a description of the manner in which the execution, attestation, seal, verification or acknowledgment is defective; and
(c) A correction of the incorrect statement or defective execution, attestation, seal, verification or acknowledgment.
(4) Articles of correction are effective on the effective date of the document the articles correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed by the Secretary of State.
(5) An incorrect document with a delayed effective date may also be corrected by withdrawal and new filing pursuant to the provisions of ORS 56.080. [1989 c.1010 §7; 2019 c.174 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.016 - Forms; rules.

Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms. [1989 c.1010 §4; 1995 c.215 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.017 - Filing duty of Secretary of State.

(1) If a document delivered to the Secretary of State for filing satisfies the requirements of ORS 65.004, the Secretary of State shall file the document.
(2) The Secretary of State files a document by accepting, reviewing and entering the document into the Secretary of State’s files, indicating on the document the date of filing and that the Secretary of State has filed the document. The time of filing is 12:01 a.m. on the date of filing. After filing a document, except a document described in ORS 65.114, 65.671, 65.674, 65.724 and 65.787, the Secretary of State shall return an acknowledgment of filing to the corporation that filed the document or to a representative of the corporation.
(3) If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the corporation that sought to file the document or to a representative of the corporation within 10 business days after the Secretary of State received the document, together with a brief written explanation of the reason or reasons for the refusal.
(4) The Secretary of State’s duty to file documents under this section is ministerial. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the Secretary of State for filing. The Secretary of State’s filing or refusing to file a document does not:
(a) Affect the validity or invalidity of the document in whole or in part except as provided in ORS 65.051; or
(b) Relate to the correctness or incorrectness of information contained in the document.
(5) The Secretary of State’s refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [1989 c.1010 §8; 1999 c.486 §11; 2019 c.174 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.021 - Appeal from Secretary of State’s refusal to file document.

If the Secretary of State refuses to file a document delivered to the Secretary of State for filing, a domestic corporation or foreign corporation, in addition to any other legal remedy which may be available, has the right to appeal from such final order pursuant to the provisions of ORS 183.484. [1989 c.1010 §9; 2019 c.174 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.024 - Evidentiary effect of certified copy of filed document or secretary’s certificate.

(1) A certificate bearing the Secretary of State’s signature, which may be in facsimile, and attached to a copy of a document is conclusive evidence that the original document or a facsimile thereof is on file with the Secretary of State.
(2) The following documents and certificates must be received in all courts, public offices and official bodies of this state as prima facie evidence of the facts stated in the documents or certificates, unless a greater evidentiary effect is provided in ORS 65.027 and 65.051 or elsewhere in this chapter or the document was thereafter corrected or withdrawn from the files of the Secretary of State:
(a) All facts stated in certificates the Secretary of State issues with respect to the Secretary of State’s business registry functions including a certificate of compliance or noncompliance of a document with filing requirements or other provisions of law administered by the Secretary of State, or a certificate as to the existence or nonexistence of facts that would appear from presence or absence of documents in the files of the Secretary of State; and
(b) All facts stated in documents certified as filed by the Secretary of State, but only to the extent the specific items were required to be included in the document by this chapter or ORS chapter 61 (1987 Replacement Part). [1989 c.1010 §10; 2019 c.174 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.027 - Certificate of existence or authorization.

(1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
(2) A certificate of existence or authorization, when issued, means that:
(a) The domestic corporation’s corporate name or the foreign corporation’s corporate name is of active record in this state;
(b) The domestic corporation is duly incorporated under the law of this state or the foreign corporation is authorized to transact business in this state;
(c) All fees payable to the Secretary of State under this chapter have been paid, if nonpayment affects the existence or authorization of the domestic corporation or foreign corporation;
(d) An annual report if required by ORS 65.787 has been filed by the Secretary of State within the preceding 14 months; and
(e) Articles of dissolution or an application for withdrawal have not been filed by the Secretary of State.
(3) A person may apply to the Secretary of State to issue a certificate covering any fact of record.
(4) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state. [1989 c.1010 §11; 2019 c.174 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.036 - Private foundations.

Except where otherwise determined by a court of competent jurisdiction, a corporation which is a private foundation as defined in section 509 of the Internal Revenue Code of 1986 shall:
(1) Distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the Internal Revenue Code of 1986;
(2) Not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code of 1986;
(3) Not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code of 1986;
(4) Not make any investments in such a manner as to subject the corporation to taxes on investments which jeopardize charitable purposes as provided in section 4944 of the Internal Revenue Code of 1986; and
(5) Not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code of 1986. [1989 c.1010 §16]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.040 - Notice to Attorney General; effect of failure to notify.

(1) The Attorney General must be given notice of the commencement of any proceeding that ORS 65.038, 65.084, 65.174, 65.207, 65.327, 65.661 or 65.751 or any other provision of this chapter authorizes the Attorney General to bring but that another person has commenced.
(2) Whenever any provision of this chapter requires that notice be given to the Attorney General before or after commencing a proceeding or permits the Attorney General to commence a proceeding:
(a) If no proceeding has been commenced, the Attorney General may take appropriate action including, but not limited to, seeking injunctive relief; or
(b) If a proceeding has been commenced by a person other than the Attorney General, the Attorney General, as of right, may intervene in the proceeding. [1989 c.1010 §18; 2019 c.174 §17]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.042 - Religious corporations; constitutional protections.

If religious doctrine or practice governing the affairs of a religious corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine or practice shall control to the extent required by the Constitution of the United States or the Constitution of this state, or both. [1989 c.1010 §19]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.044 - Incorporators.

One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. [1989 c.1010 §20]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.051 - Incorporation.

(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are reviewed, accepted and filed by the Secretary of State.
(2) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation applicable at the time of incorporation except as provided in ORS 56.080 or in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. [1989 c.1010 §22]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.054 - Liability for preincorporation transactions.

All persons purporting to act as or on behalf of a corporation organized or subject to the authority of this chapter, knowing there was no incorporation under this chapter at the relevant time, may be held to be jointly and severally liable for all liabilities created while so acting if, under the circumstances, it is equitable to do so. [1989 c.1010 §23]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.057 - Organization of corporation.

(1) After incorporation:
(a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors, with notice as provided in ORS 65.344, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.
(b) If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators with equivalent notice to that specified in ORS 65.344:
(A) To complete the organization of the corporation and to elect directors; or
(B) To elect a board of directors whose election completes the organization of the corporation.
(2) Action required or permitted by this chapter to be taken by incorporators or directors at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator or director, in accordance with the procedures of ORS 65.341.
(3) An organizational meeting may be held in or out of this state. [1989 c.1010 §24; 2015 c.278 §2; 2019 c.174 §19]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.061 - Bylaws.

(1) The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at the corporation’s organizational meeting, shall adopt initial bylaws for the corporation.
(2) The bylaws may contain any provision for managing and regulating the affairs of the corporation that is consistent with law and the articles of incorporation.
(3) Except with respect to a corporation’s articles of incorporation, provisions in the bylaws control provisions in any other document for managing or regulating the affairs of the corporation. If a provision in the bylaws is inconsistent with a provision in the articles of incorporation, the provision in the articles of incorporation controls. [1989 c.1010 §25; 2019 c.174 §20]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.064 - Emergency bylaws and powers.

(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency as described in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:
(a) Procedures for calling a meeting of the board of directors;
(b) Quorum requirements for the meeting; and
(c) Designation of additional or substitute directors.
(2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(3) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation. A corporate director, officer, employee or agent is not liable for deviation from normal procedures if the conduct was authorized by emergency bylaws adopted as provided in this section.
(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some present or imminent catastrophic event. [1989 c.1010 §26; 2019 c.174 §21]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.067 - Corporation sole.

(1) Except as provided in subsection (5) of this section, an individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation sole under this section. A corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator.
(2) The name of the corporation sole is the same as the office within the church or religious denomination that the incorporator holds, followed by the words "and successors, a corporation sole."
(3) Except to the extent that a provision of this chapter is not applicable to a corporation sole’s form of organization, all of the provisions of this chapter apply to a corporation sole. If the corporation sole has no officers, the director may perform any act that an officer may perform with the same effect and in the same manner as though one or more officers of the corporation sole performed the act.
(4) If a corporation sole or the individual that constitutes the corporation sole is the only member of a religious corporation, the religious corporation need not hold an annual membership meeting under ORS 65.201 if the religious corporation is:
(a) Incorporated under the provisions of this chapter; and
(b) Of the same church or religious denomination as the corporation sole.
(5) A corporation sole may not be formed, incorporated or reinstated in this state on or after June 8, 2015. A corporation sole that exists before June 8, 2015, may continue to operate as a corporation sole, subject to the provisions of this chapter, if the corporation sole remains active and was not dissolved. [1989 c.1010 §27; 2013 c.139 §1; 2015 c.278 §1; 2023 c.299 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.074 - Purposes.

(1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. A person may not incorporate a corporation under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency.
(2) A corporation that is subject to regulation under another statute of the state may not be incorporated under this chapter if the corporation must be organized under the other statute. [1989 c.1010 §28; 2019 c.174 §22]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.077 - General powers.

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including, without limitation, power to:
(1) Sue and be sued, complain and defend in its corporate name.
(2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or reproducing it in any other manner.
(3) Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation.
(4) Purchase, take by gift, devise or bequest, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property or any interest in property, wherever located.
(5) Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property.
(6) Purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of and deal in or with shares or other interests in or obligations of any other entity.
(7) Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income.
(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by ORS 65.364.
(9) Be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity.
(10) Conduct its activities, locate offices and exercise the powers granted by this chapter within or without this state.
(11) Elect or appoint directors, officers, employees, and agents of the corporation, define their duties and fix their compensation, if any.
(12) Pay pensions and establish pension plans, pension trusts and other benefit and incentive plans for any or all of its current or former directors, officers, employees and agents.
(13) Unless otherwise provided in the articles of incorporation, make donations not inconsistent with law for the public welfare or for charitable, benevolent, religious, scientific or educational purposes and for other purposes that further the corporate interest.
(14) Impose dues, assessments, admission and transfer fees upon its members.
(15) Establish conditions for admission of members, admit members and issue memberships.
(16) Carry on a business.
(17) Do any other act, not inconsistent with law, that furthers the activities and affairs of the corporation.
(18) Dissolve, merge or reorganize as provided in this chapter. [1989 c.1010 §29]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.081 - Emergency powers.

(1) During an emergency defined in subsection (4) of this section, the board of directors or a corporation may:
(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; or
(b) Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so.
(2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:
(a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and
(b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for purposes of the meeting, in order of the officer’s rank, and within the same rank in order of seniority, as necessary to achieve a quorum.
(3) Corporate action taken in good faith under this section to further the affairs of the corporation during an emergency binds the corporation. A corporate director, officer, employee or agent shall not be liable for deviation from normal procedures if the conduct was authorized by emergency powers provided in this chapter.
(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some present or imminent catastrophic event. [1989 c.1010 §30]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.084 - Challenge of corporate authority; remedy.

(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(2) A corporation’s power to act may be challenged:
(a) In a proceeding by a member or members, a director or the Attorney General against the corporation to enjoin the act;
(b) In a proceeding by the corporation, directly, derivatively or through a receiver, a trustee or other legal representative, including the Attorney General in the case of a public benefit corporation, against an incumbent or former director, officer, employee or agent of the corporation;
(c) In a proceeding under ORS 65.664; or
(d) In an action under ORS 65.281.
(3) In a proceeding under subsection (2)(a) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss other than anticipated profits suffered by the corporation or another party because of enjoining the unauthorized act. [1989 c.1010 §31; 2019 c.325 §23]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.094 - Corporate name.

(1) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by ORS 65.074 and the articles of incorporation.
(2) A corporate name may not contain the word "cooperative" or the phrase "limited partnership."
(3) A corporate name must be written in the alphabet used to write the English language but may include Arabic and Roman numerals and incidental punctuation.
(4) Except as authorized by subsection (5) of this section, a corporate name must be distinguishable upon the records of the Secretary of State from any other corporate name, professional corporate name, business corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the Secretary of State.
(5) The corporate name need not satisfy the requirement of subsection (4) of this section if the applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction that finds that the applicant has a prior or concurrent right to use the corporate name in this state.
(6) The provisions of this section do not prohibit a corporation from transacting business under an assumed business name.
(7) The provisions of this section do not:
(a) Abrogate or limit the law governing unfair competition or unfair trade practices; or
(b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names. [1989 c.1010 §32; 2019 c.174 §23]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.097 - Reserved name.

(1) A person may apply to the Secretary of State to reserve a corporate name. The application must set forth the name and address of the applicant and the name proposed to be reserved.
(2) If the Secretary of State finds that the corporate name applied for conforms to ORS 65.094, the Secretary of State shall reserve the name for the applicant for a 120-day period, following which the applicant may reapply for the name on the same basis as other applicants.
(3) A person may transfer the reservation of a corporate name to another person by delivering to the Secretary of State a notice of the transfer executed by the person for whom the name was reserved and specifying the name and address of the transferee. [1989 c.1010 §33; 2019 c.174 §24]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.101 - Registered name.

(1) A foreign corporation may apply to the Secretary of State to register the foreign corporation’s corporate name.
(2) The application must set forth the corporate name, the state or country of incorporation, the date of incorporation, a brief description of the nature of the activities in which the foreign corporation is engaged and a statement that the foreign corporation is not carrying on or doing business in this state. The application must be accompanied by a certificate of existence or a document of similar import current within 60 days of delivery, duly authenticated by the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated.
(3) If the Secretary of State finds that the name conforms to ORS 65.094, the Secretary of State shall register the name effective for one year.
(4) A foreign corporation whose registration is effective may renew the name for successive years by delivering to the Secretary of State for filing a renewal application that complies with the requirements of this section before the lapse of the previous registration. Filing of the renewal application renews the registration for an additional year from the date on which the registration previously expired.
(5) A foreign corporation whose registration is effective may thereafter qualify to do business in this state as a foreign corporation under that name or transfer the registered name to another applicant for the name by the procedures provided in ORS 65.097 (3) with respect to reserved names. Filing of such a consent terminates the prior registration and operates as a reservation in the name of the transferee, if the transferee does not simultaneously file under that name. [1989 c.1010 §34; 2019 c.174 §25]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.111 - Registered office and registered agent.

(1) Each corporation shall continuously maintain in this state both:
(a) A registered agent, who must be:
(A) An individual who resides in this state;
(B) A corporation, domestic business corporation, domestic limited liability company or domestic professional corporation with an office in this state; or
(C) A foreign corporation, foreign business corporation, foreign limited liability company or foreign professional corporation authorized to transact business in this state with an office in this state; and
(b) A registered office of the corporation, which must be the residence or office address of the registered agent.
(2) A registered office under this section must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office. [1989 c.1010 §35; 2001 c.315 §29; 2017 c.705 §27]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.114 - Change of registered office or registered agent.

(1) A corporation may change the corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:
(a) The name of the corporation;
(b) If the current registered office is to be changed, the address, including the street and number, of the new registered office;
(c) If the current registered agent is to be changed, the name of the new registered agent and a statement that the new agent has consented to the appointment; and
(d) A statement that after the change or changes are made, the street addresses of the corporation’s registered office and the office or residence address of the corporation’s registered agent will be identical.
(2) If the registered agent changes the street address of the agent’s designated office or residence, the registered agent shall change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (1) of this section and recites that the corporation has been notified of the change.
(3) The filing by the Secretary of State of a statement submitted under this section terminates the existing registered office or agent, or both, on the effective date of the filing and establishes the newly appointed registered office or agent, or both, as that of the corporation. [1989 c.1010 §36; 2019 c.174 §26]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.117 - Resignation of registered agent.

(1) A registered agent may resign as registered agent upon delivering a signed statement to the Secretary of State and giving notice in the form of a copy of the statement to the corporation for filing. The statement may include a statement that the registered office is also discontinued.
(2) Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the corporation under subsection (1) of this section must be addressed to the corporation at the corporation’s principal office as shown in the most recent annual report filed pursuant to ORS 65.787 or, if the annual report does not show the address, the address specified in the articles of incorporation.
(3) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement was filed by the Secretary of State, unless the corporation shall sooner appoint a successor registered agent as provided in ORS 65.114 thereby terminating the capacity of the prior agent. [1989 c.1010 §37; 1993 c.190 §5; 2019 c.174 §27]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.131 - Admission.

(1) Articles of incorporation or bylaws may establish criteria or procedures for admission of members.
(2) A person may not be admitted as a member without consent of the person, express or implied.
(3) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to membership in the corporation. [1989 c.1010 §39; 2019 c.174 §28]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.134 - Consideration.

Except as provided in the corporation’s articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board of directors. [1989 c.1010 §40; 2019 c.174 §29]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.144 - Rights and obligations of members.

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, members of the corporation have the same rights and obligations. The articles of incorporation or bylaws may establish classes of membership with different rights or obligations. Rights that members have, unless the corporation’s articles of incorporation or bylaws provide otherwise, include rights to:
(a) Elect directors, as provided in ORS 65.311;
(b) Remove directors, as provided in ORS 65.324;
(c) Vote on any change to the number of directors, including a change to a fixed number of directors, a change to a variable range in the number of possible directors or a change from a fixed number of directors to a variable range in the number of possible directors, as provided in ORS 65.307;
(d) Vote to sell, transfer, lease, exchange, option, convey or otherwise dispose of the corporation’s assets or to merge the corporation’s assets with the assets of another entity, as provided in ORS 65.803;
(e) Vote to dissolve the corporation, as provided in ORS 65.624; and
(f) Approve a conflict of interest transaction, as provided in ORS 65.361, if the member is a voting member of a mutual benefit corporation.
(2) Notwithstanding a provision in a corporation’s articles of incorporation or bylaws, a member has a right to:
(a) Vote on an action or an amendment to the articles of incorporation if the action or amendment would reduce or eliminate the member’s right to vote; and
(b) Inspect and copy the corporation’s records, as provided in ORS 65.774. [1989 c.1010 §42; 2019 c.174 §31]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.147 - Transfers.

(1) Except as provided in ORS 65.231 pertaining to proxies or as set forth in or authorized by the articles of incorporation or bylaws, a member may not transfer a membership or any right arising from a membership.
(2) A member of a public benefit corporation or religious corporation may not transfer for value a membership or any right arising from a membership, unless the transferring member is a public benefit corporation or religious corporation.
(3) If transfer rights have been provided, a restriction on the transfer rights is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member. [1989 c.1010 §43; 2019 c.174 §32]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.154 - Member’s liability for dues, assessments and fees.

A member may become liable to a corporation for dues, assessments or fees. A provision of the articles of incorporation or bylaws or a resolution the board of directors adopts to authorize or impose dues, assessments or fees does not, of itself, create liability to pay the obligation, but nonpayment may constitute grounds for expelling or suspending the member or suspending or terminating the membership without a hearing. [1989 c.1010 §45; 2019 c.174 §33]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.157 - Creditor’s action against member.

(1) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation arising from membership unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless obtaining such judgment and execution would be useless.
(2) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor’s proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation arising from membership may be joined in such proceeding. [1989 c.1010 §46]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.164 - Resignation.

(1) A member may resign at any time.
(2) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation. [1989 c.1010 §47]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.167 - Termination, expulsion or suspension.

(1) A member of a public benefit corporation or mutual benefit corporation may not be expelled or suspended, and a membership or memberships in such corporations may not be terminated or suspended, except in accordance with a procedure that is fair and reasonable and is carried out in good faith.
(2) A procedure is fair and reasonable if the procedure takes account of all relevant facts and circumstances or if the articles of incorporation or bylaws set forth a procedure that:
(a) Gives the member notice in accordance with ORS 65.034 not less than 15 days before the expulsion, suspension or termination and states in the notice the reasons for the expulsion, suspension or termination; and
(b) Provides an opportunity not less than five days before the effective date of the expulsion, suspension or termination for the member to be heard, orally or in writing by a person or persons authorized to withdraw the proposed expulsion, termination or suspension.
(3) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension or termination.
(4) A member who has been expelled or suspended, or whose membership has been suspended or terminated, may be liable to the corporation for dues, assessments or fees as a result of obligations incurred by the member before expulsion, suspension or termination. [1989 c.1010 §48; 2005 c.22 §44; 2019 c.174 §34]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.171 - Acquiring memberships.

(1) A public benefit corporation or religious corporation may not acquire for value any of the corporation’s memberships or any right arising from a membership, unless the member is a public benefit corporation or religious corporation.
(2) A mutual benefit corporation may acquire the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by the mutual benefit corporation’s articles of incorporation or bylaws.
(3) An acquisition of memberships may not be made in violation of ORS 65.551 or 65.554. [1989 c.1010 §49; 2019 c.174 §35]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.174 - Derivative suits.

(1) A proceeding may be brought in the right of a domestic corporation or foreign corporation to procure a judgment in the corporation’s favor by:
(a) Any member or members having two percent or more of the voting power or by 20 members, whichever is less;
(b) Any director; or
(c) The Attorney General, if the domestic corporation or foreign corporation is a public benefit corporation or a religious corporation.
(2) In a proceeding brought under this section, each member complainant must have been a member when the transaction complained of occurred.
(3) A complaint in a proceeding brought in the right of a corporation must allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.
(4) The complainants shall notify the Attorney General within 10 days after commencing any proceeding under this section if the proceeding involves a public benefit corporation or religious corporation or assets held in charitable trust by a mutual benefit corporation.
(5) A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s members or a class of members, the court shall direct that notice be given the members affected. [1989 c.1010 §50; 2019 c.174 §36]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.177 - Delegates.

(1) A corporation may provide in the corporation’s articles of incorporation or bylaws for delegates having some or all of the authority of members.
(2) The articles of incorporation or bylaws may set forth provisions relating to:
(a) The characteristics, qualifications, rights, limitations and obligations of delegates, including the selection and removal of delegates;
(b) Providing notice to and calling, holding and conducting meetings of delegates; and
(c) Carrying on corporate activities during and between meetings of delegates. [1989 c.1010 §51; 2019 c.174 §37]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.201 - Annual and regular meetings.

(1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
(2) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(3) An annual and regular membership meeting 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 not inconsistent with the bylaws. If the board of directors does not determine that the annual and regular meeting will occur solely by means of remote communication and a place for the annual and regular meeting is not stated in or otherwise fixed in accordance with the bylaws, the annual and regular meeting must be held at the corporation’s principal office.
(4) At the annual meeting:
(a) The president, and any other officer the board of directors or the president may designate, shall report on the activities and financial condition of the corporation; and
(b) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of ORS 65.214.
(5) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of ORS 65.214.
(6) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action. [1989 c.1010 §52; 2013 c.274 §8]