reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.404 - Determination and authorization of indemnification.

(1) A corporation may not indemnify a director under ORS 65.391 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in ORS 65.391.
(2) A determination that indemnification of a director is permissible shall be made:
(a) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(b) If a quorum cannot be obtained under paragraph (a) of this subsection, by a majority vote of a committee duly designated by the board of directors, consisting solely of two or more directors not at the time parties to the proceeding;
(c) By special legal counsel selected by the board of directors or its committee in the manner prescribed in paragraph (a) or (b) of this subsection or, if a quorum of the board cannot be obtained under paragraph (a) of this subsection and a committee cannot be designated under paragraph (b) of this subsection, the special legal counsel shall be selected by majority vote of the full board of directors including directors who are parties to the proceeding; or
(d) By the members of a mutual benefit corporation, but directors who are at the time parties to the proceeding may not vote on the determination.
(3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (2)(c) of this section to select counsel.
(4) A director of a public benefit corporation may not be indemnified until 20 days after the effective date of written notice to the Attorney General of the proposed indemnification. [1989 c.1010 §103]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.407 - Indemnification of officers, employees and agents.

Unless a corporation’s articles of incorporation provide otherwise:
(1) An officer of the corporation is entitled to mandatory indemnification under ORS 65.394, and is entitled to apply for court-ordered indemnification under ORS 65.401 in each case, to the same extent as a director under ORS 65.394 and 65.401.
(2) The corporation may indemnify and advance expenses under ORS 65.387 to 65.411 an officer, employee or agent of the corporation who is not a director to the same extent as to a director. [1989 c.1010 §104]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.411 - Insurance.

A corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The corporation may purchase and maintain the insurance even if the corporation has no power to indemnify the individual against the same liability under ORS 65.391 or 65.394. [1989 c.1010 §105]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.414 - Application of ORS 65.387 to 65.411.

(1) The indemnification and provisions for advancement of expenses provided by ORS 65.387 to 65.411 shall not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the corporation’s articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of members or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Specifically and not by way of limitation, a corporation shall have the power to make or agree to make any further indemnification, including advancement of expenses, of:
(a) Any director as authorized by the articles of incorporation, any bylaws approved, adopted or ratified by the members or any resolution or agreement approved, adopted or ratified, before or after such indemnification or agreement is made, by the members, provided that no such indemnification shall indemnify any director from or on account of acts or omissions for which liability could not be eliminated under ORS 65.047 (2)(c); and
(b) Any officer, employee or agent who is not a director as authorized by its articles of incorporation or bylaws, general or specific action of its board of directors or agreement. Unless the articles of incorporation, or any such bylaws, agreement or resolution provide otherwise, any determination as to any further indemnity under this paragraph shall be made in accordance with ORS 65.404.
(2) If articles of incorporation limit indemnification or advance of expenses, any indemnification and advance of expenses are valid only to the extent consistent with the articles of incorporation.
(3) ORS 65.387 to 65.411 do not limit a corporation’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to a proceeding.
(4) A report of indemnification must be made in accordance with ORS 65.784. [1989 c.1010 §106; 1991 c.231 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.431 - Authority.

(1) A corporation may amend the corporation’s articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as amended would be permitted under ORS 65.431 to 65.467 as of the effective date of the amendment.
(2) A corporation designated on the records of the Secretary of State as a public benefit corporation or religious corporation may amend or restate the public benefit corporation’s or religious corporation’s articles of incorporation so that the public benefit corporation or religious corporation becomes designated as a mutual benefit corporation only if notice, including a copy of the proposed amendment or restatement, has been delivered to the Attorney General at least 20 days before consummation of the amendment or restatement. [1989 c.1010 §107; 2019 c.174 §72]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.434 - Amendment by directors.

(1) Unless a corporation’s articles of incorporation provide otherwise, the corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without member approval:
(a) To extend the duration of the corporation if the corporation was incorporated at a time when limited duration was required by law;
(b) To delete the names and addresses of the initial directors and incorporators;
(c) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(d) To delete the mailing address if an annual report has been filed with the Secretary of State;
(e) To change the corporate name by adding, changing or deleting the word "corporation," "incorporated," "company," "limited" or the abbreviation "corp.," "inc.," "co." or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name;
(f) To include a statement of whether the corporation is a public benefit corporation, mutual benefit corporation or religious corporation; or
(g) To make any other change expressly permitted by this chapter to be made by director action.
(2) If a corporation does not have members entitled to vote on articles of incorporation, the corporation’s incorporators, until directors have been chosen, and thereafter the corporation’s board of directors, may adopt one or more amendments to the corporation’s articles of incorporation subject to any approval required pursuant to ORS 65.467. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with ORS 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Unless the articles of incorporation or bylaws require a greater vote or the board of directors requires a greater vote, the amendment must be approved by a majority of the directors voting on the amendment. [1989 c.1010 §108; 1991 c.231 §10; 2019 c.174 §73]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.437 - Amendment by board of directors and members.

(1) Unless this chapter, the articles of incorporation, bylaws, the members acting in accordance with subsection (2) of this section or the board of directors acting in accordance with subsection (3) of this section require a greater vote or voting by class, adopting an amendment to a corporation’s articles of incorporation requires approval:
(a) By the board if the corporation is a public benefit corporation or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors or the method or way in which directors are elected or selected;
(b) Except as provided in ORS 65.434 (1), by the members entitled to vote on articles of incorporation of a mutual benefit corporation by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, and for articles of incorporation of a public benefit corporation or religious corporation a majority of the votes cast; and
(c) In writing by any person or persons whose approval is required for an amendment to the articles of incorporation as authorized by ORS 65.467.
(2) The members entitled to vote on articles of incorporation may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(3) If the board of directors initiates an amendment to the articles of incorporation or board approval is required by subsection (1) of this section to adopt an amendment to the articles of incorporation, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis. For the amendment to be adopted, the board of directors shall, except in those cases described in subsection (1)(a) of this section, adopt a resolution setting forth the proposed amendment and directing that the amendment be submitted to a vote at a meeting of members, which may be either an annual or special meeting.
(4) If the board of directors or the members entitled to vote on articles of incorporation seek to have the amendment approved by such members at a membership meeting, the corporation shall give notice to such members of the proposed membership meeting in writing in accordance with ORS 65.214. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(5) If the board of directors or the members entitled to vote on articles of incorporation seek to have the amendment approved by such members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment. [1989 c.1010 §109; 2019 c.174 §74]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.439 - Amendment of articles of incorporation of public benefit corporation.

If a public benefit corporation has not conducted a meeting of the members and if members have not actively participated in the public benefit corporation’s affairs for three years or more, the public benefit corporation’s board of directors may act in accordance with ORS 65.434 to amend the articles of incorporation to state that the public benefit corporation does not have members if:
(1) The board first notifies any known members and posts a notice on the public benefit corporation’s website or otherwise gives comparable notice to the public of the proposed amendment to the articles of incorporation; and
(2) The board does not receive an objection from any member within 30 days after the date of the notice. [2019 c.174 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.441 - Class voting by members on amendments.

(1) In a public benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would affect the rights of the class as to voting in a manner different from the manner in which the amendment would affect another class or members of another class.
(2) In a mutual benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would:
(a) Affect the rights, privileges, preferences, restrictions or conditions of the class as to voting, dissolution, redemption or transfer of memberships in a manner different from the manner in which the amendment would affect another class;
(b) Change the rights, privileges, preferences, restrictions or conditions of the class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(c) Increase or decrease the number of memberships authorized for the class;
(d) Increase the number of memberships authorized for another class;
(e) Effect an exchange, reclassification or termination of the memberships of the class; or
(f) Authorize a new class of memberships.
(3) In a religious corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation only if a class vote is provided for in the articles of incorporation or bylaws.
(4) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation of a public benefit corporation or mutual benefit corporation, the amendment must be approved by the members of each class entitled to vote on articles of incorporation that would be created by the amendment.
(5)(a) Except as provided in the articles of incorporation or bylaws of a mutual benefit corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by the members of the class entitled to vote on articles of incorporation by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(b) Except as provided in the articles of incorporation or bylaws of a public benefit corporation or religious corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by a majority of the members of the class entitled to vote on articles of incorporation.
(6) A class of members of a public benefit corporation or mutual benefit corporation is entitled to the voting rights granted by this section although the articles of incorporation and bylaws provide that the class may not vote on the proposed amendment. [1989 c.1010 §110; 2019 c.174 §75]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.447 - Articles of amendment.

A corporation amending the corporation’s articles of incorporation shall deliver for filing to the Secretary of State articles of amendment setting forth:
(1) The name of the corporation.
(2) The text of each amendment adopted.
(3) The date of each amendment’s adoption.
(4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators.
(5) If approval by members entitled to vote on articles of incorporation was required:
(a) The designation and number of members of, and number of votes entitled to be cast by, each class entitled to vote separately on the amendment; and
(b) The total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment.
(6) If approval of the amendment by some person or persons other than the members entitled to vote on articles of incorporation, the board of directors or the incorporators is required pursuant to ORS 65.467, a statement that the approval was obtained. [1989 c.1010 §111; 2019 c.174 §76]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.454 - Amendment pursuant to court order.

(1) A corporation’s articles of incorporation may be amended without approval by the board of directors, approval by the members entitled to vote on articles of incorporation or approval required pursuant to ORS 65.467:
(a) To carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute; or
(b) In a proceeding brought by the Attorney General to correct the statement in the articles of incorporation or the annual report with regard to whether the corporation is a public benefit corporation or mutual benefit corporation or, subject to the provisions of ORS 65.042, a religious corporation.
(2) The articles of incorporation after amendment must contain only provisions required or permitted by ORS 65.047.
(3) The individual or individuals designated by the court in a reorganization proceeding, or the Attorney General in a proceeding brought by the Attorney General, shall deliver to the Secretary of State for filing articles of amendment setting forth:
(a) The name of the corporation;
(b) The text of each amendment approved by the court;
(c) The date of the court’s order or decree approving the articles of amendment;
(d) The title of the proceeding in which the order or decree was entered; and
(e) A statement whether the court had jurisdiction of the proceeding under federal statute or under subsection (1)(b) of this section.
(4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [1989 c.1010 §113; 2019 c.174 §78]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.457 - Effect of amendment and restatement.

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name. [1989 c.1010 §114]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.461 - Amendment by directors.

A corporation that does not have members with the power to vote on bylaws shall amend the corporation’s bylaws only as provided in this section. The corporation’s incorporators, until directors have been chosen, and thereafter the corporation’s board of directors may adopt one or more amendments to the corporation’s bylaws subject to any approval required under ORS 65.467. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice must be in accordance with ORS 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. [1989 c.1010 §115; 2019 c.174 §79]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.464 - Amendment by directors and members.

Except as provided in ORS 65.241 and 65.244:
(1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:
(a) The articles of incorporation or this chapter reserve the power to amend or repeal exclusively to the members, or to a party authorized under ORS 65.467, or both, in whole or in part; or
(b) The members entitled to vote on bylaws, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw.
(2) A corporation’s members entitled to vote on bylaws, subject to ORS 65.467, may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by the corporation’s board of directors. [1989 c.1010 §116; 2019 c.174 §80]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.467 - Approval by third persons.

A corporation’s articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors. A provision of the articles of incorporation that has this requirement may not be amended without the approval in writing of the specified person or persons. [1989 c.1010 §117; 2019 c.174 §81]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.481 - Approval of plan of merger.

(1) Subject to the limitations set forth in ORS 65.484, one or more nonprofit corporations may merge with a business or nonprofit corporation, if the plan of merger is approved as provided in ORS 65.487.
(2) The plan of merger must set forth:
(a) The name of each business or nonprofit corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;
(b) The terms and conditions of the merger;
(c) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and
(d) If the merger involves a mutual benefit or business corporation, the manner and basis, if any, of converting the memberships or shares of each merging corporation into memberships, obligations, shares or other securities of the surviving or any other corporation or into cash or other property in whole or part.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of the surviving corporation; and
(b) Other provisions relating to the merger. [1989 c.1010 §118]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.491 - Articles and plan of merger.

(1) After the board of directors of each merging corporation and, if required under ORS 65.487, the members of each merging corporation and any other persons that must approve a plan of merger approve the plan, the surviving corporation shall deliver to the Secretary of State for filing:
(a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger;
(b) A plan of merger or, in lieu of a plan of merger, a written declaration that:
(A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and
(B) States that the surviving entity will provide any owner or shareholder of any constituent entity with a copy of the plan of merger upon request and at no cost;
(c) A written declaration that:
(A) States that a sufficient vote of the board of directors of each corporation approved the plan of merger, if the approval of members was not required; or
(B) Sets forth, if the members of one or more corporations were required to approve the plan of merger:
(i) The designation and number of members of each class entitled to vote separately on the plan and the number of votes each class is entitled to cast; and
(ii) The total number of votes that each class entitled to vote separately on the plan cast for and against the plan;
(d) A written declaration that states that a person or persons other than the members of the board approved the plan, if required under ORS 65.487 (1)(c); and
(e) A written declaration that states that the Attorney General approved the plan, if the plan required the Attorney General’s approval.
(2) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed. [1989 c.1010 §121; 2015 c.28 §5; 2019 c.174 §84]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.494 - Effect of merger.

When a merger takes effect:
(1) Each corporation that was a party to the merger merges into the surviving corporation and the separate existence of each corporation except the surviving corporation ceases;
(2) The title to all real estate and other property owned by each corporation that was a party to the merger is vested in the surviving corporation without reversion or impairment and is subject to any and all conditions to which the property was subject before the merger;
(3) The surviving corporation has all liabilities and obligations of each corporation that was a party to the merger;
(4) The surviving corporation remains subject to any restriction that a gift instrument imposes on assets that any party to the merger holds;
(5) A proceeding pending against any corporation that was a party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;
(6) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger; and
(7) The memberships or shares of each nonprofit corporation, domestic business corporation or foreign business corporation that was a party to the merger that are to be converted into memberships, obligations, shares or other securities of the surviving corporation or any other corporation or into cash or other property are converted and the former holders of the memberships or shares are entitled only to the rights provided in the articles of merger. [1989 c.1010 §122; 2019 c.174 §85]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.497 - Merger with foreign corporation.

(1) Except as provided in ORS 65.484, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:
(a) The merger is permitted by the law of the state or country under whose law each foreign business or nonprofit corporation is incorporated and each foreign business or nonprofit corporation complies with that law in effecting the merger;
(b) The foreign business or nonprofit corporation complies with ORS 65.491 if it is the surviving corporation of the merger; and
(c) Each domestic nonprofit corporation complies with the applicable provisions of ORS 65.481 to 65.487 and, if it is the surviving corporation of the merger, with ORS 65.491.
(2) Upon the merger taking effect, a surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the Secretary of State as its agent for service of process in any proceeding brought against it. [1989 c.1010 §123]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.504 - Merger with business corporation.

Any domestic business corporation which is a party to a merger with a nonprofit corporation pursuant to this chapter shall comply with all applicable requirements of the Oregon Business Corporation Act relating to mergers except when inconsistent with this chapter. If a domestic business corporation is the survivor of a merger with a nonprofit corporation, following the merger it shall be subject to the Oregon Business Corporation Act. [1989 c.1010 §125]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.531 - Sale of assets in regular course of activities; mortgage of assets.

(1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:
(a) Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or
(b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
(2) Unless required by the articles of incorporation, approval by the members or any other person of a transaction described in subsection (1) of this section is not required. [1989 c.1010 §126]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.554 - Authorized distributions.

Unless prohibited by the corporation’s articles of incorporation or bylaws:
(1) A mutual benefit corporation may purchase the mutual benefit corporation’s memberships and, under the circumstances indicated in ORS 65.147 and 65.171, a public benefit corporation or religious corporation may purchase the public benefit corporation’s or religious corporation’s memberships, if after the purchase is completed:
(a) The corporation would be able to pay the corporation’s debts as they become due in the usual course of the corporation’s activities; and
(b) The corporation’s total assets would at least equal the sum of the corporation’s total liabilities.
(2) A corporation may make distributions upon dissolution in conformity with ORS 65.621 to 65.674.
(3) A corporation may make distributions to a member that is a religious corporation or public benefit corporation or to a foreign nonprofit corporation that, if incorporated in this state, would qualify as a religious corporation or public benefit corporation. [1989 c.1010 §129; 2019 c.174 §87]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.621 - Dissolution by incorporators.

(1) A majority of the incorporators of a corporation that has no members and that does not yet have initial directors may, subject to any approval required by the corporation’s articles of incorporation or bylaws, dissolve the corporation by delivering articles of dissolution to the Secretary of State for filing.
(2) The corporation shall give the incorporators notice equivalent to that specified in ORS 65.344 (2), of any meeting at which dissolution will be considered. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.
(3) The incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. [1989 c.1010 §130; 2019 c.174 §88]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.624 - Dissolution by directors, members and third persons.

(1) Unless a corporation’s articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if the dissolution is approved:
(a) By the board of directors;
(b) By the members of a mutual benefit corporation entitled to vote on dissolution, if any, by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation; and
(c) In writing, by any person or persons whose approval is required for an amendment of the articles of incorporation or bylaws, as authorized by ORS 65.467, or for dissolution.
(2)(a) If the corporation does not have members entitled to vote on dissolution, the board of directors must approve the dissolution. In addition, the corporation shall provide notice of any meeting of the board of directors at which such approval is to be considered in accordance with ORS 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.
(b) Even if the number of directors in office at the time the board considers the proposed dissolution is less than the minimum required under this chapter, under the articles of incorporation or under the corporation’s bylaws, a majority of the directors in office at the time the board considers the proposed dissolution may approve the dissolution.
(3) The board of directors may condition the board’s submission of the proposed dissolution to a vote of members, and the members may condition the members’ approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.
(4) If the board of directors seeks to have dissolution approved by the members at a membership meeting, the corporation shall give all members, whether or not entitled to vote, notice of the proposed meeting in accordance with ORS 65.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.
(5) If the board of directors seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan of dissolution.
(6) The plan of dissolution must indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. [1989 c.1010 §131; 1991 c.231 §11; 2019 c.174 §89; 2021 c.389 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.627 - Transfer or conveyance of assets as part of dissolution; notice to Attorney General.

(1) A public benefit corporation or religious corporation may not transfer or convey assets as part of a dissolution until 30 days after the public benefit corporation or religious corporation has notified the Attorney General in accordance with subsection (2) of this section or until the Attorney General in writing has consented to the transfer or conveyance or indicated that the Attorney General will not take action with respect to the transfer or conveyance, whichever is earlier.
(2) A public benefit corporation or religious corporation shall give the Attorney General written notice that the public benefit corporation or religious corporation intends to dissolve at or before the time the public benefit corporation or religious corporation delivers articles of dissolution to the Secretary of State. The notice must include a copy or summary of the plan of dissolution.
(3) After all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board of directors shall deliver to the Attorney General a list showing the persons to whom the assets were transferred or conveyed. The list must indicate the addresses of each person who received assets and indicate what assets each received. [1989 c.1010 §132; 2019 c.174 §90]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.631 - Articles of dissolution.

(1) At any time after dissolution is authorized, a corporation may dissolve by delivering to the Secretary of State for filing, articles of dissolution setting forth:
(a) The name of the corporation;
(b) The date dissolution was authorized;
(c) A statement that dissolution was approved by a sufficient vote of the board of directors;
(d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;
(e) If approval by members entitled to vote was required:
(A) The designation and number of members of, and number of votes entitled to be cast by, each class entitled to vote separately on dissolution; and
(B) The total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution;
(f) If approval of dissolution by some person or persons other than the members entitled to vote on dissolution, the board or the incorporators is required pursuant to ORS 65.624 (1)(c), a statement that the approval was obtained; and
(g) If the corporation is a public benefit corporation or religious corporation, that the notice to the Attorney General required by ORS 65.627 has been given.
(2) A corporation is dissolved upon the effective date of the corporation’s articles of dissolution. [1989 c.1010 §133; 2019 c.174 §91]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.634 - Revocation of dissolution.

(1) A corporation may revoke the corporation’s dissolution within 120 days after the effective date of the dissolution.
(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization of dissolution permits revocation by action of the board of directors alone. If the authorization of dissolution permits revocation by action of the board of directors alone, the board of directors may revoke the dissolution without action by the members or any other person.
(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing, articles of revocation of dissolution that set forth:
(a) The name of the corporation;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was authorized;
(d) If the corporation’s board of directors or incorporators revoked the dissolution, a statement to that effect;
(e) If the corporation’s board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(f) If member or third-person action was required to revoke the dissolution, the information required by ORS 65.631 (1)(e) and (f).
(4) Unless a delayed effective date is specified, revocation of dissolution is effective when articles of revocation of dissolution are filed.
(5) When the revocation of dissolution is effective, the revocation relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on the corporation’s activities as if dissolution had never occurred. [1989 c.1010 §134; 2019 c.174 §92]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.637 - Effect of dissolution.

(1) A dissolved corporation continues the corporation’s corporate existence but may not carry on any activities except activities that are appropriate to wind up and liquidate the corporation’s affairs, including:
(a) Preserving and protecting the corporation’s assets and minimizing the corporation’s liabilities;
(b) Discharging or providing for discharging the corporation’s liabilities and obligations;
(c) Disposing of the corporation’s properties that will not be distributed in kind;
(d) Returning, transferring or conveying assets in accordance with a condition under which the corporation holds the assets subject to a requirement to return, transfer or convey the assets, if the condition occurs by reason of the dissolution;
(e) Transferring, subject to any contractual or legal requirements, the corporation’s assets as provided in or authorized by the corporation’s articles of incorporation or bylaws;
(f) If the corporation is a public benefit corporation or religious corporation, and the corporation has not provided in the corporation’s articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirement, the corporation’s assets to one or more persons described in ORS 65.001 (38)(b);
(g) If the corporation is a mutual benefit corporation and the corporation has not provided in the corporation’s articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirements, the corporation’s assets to the corporation’s members or, if the corporation has no members, to those persons whom the corporation purports to benefit or serve;
(h) Adopting a plan of merger; and
(i) Doing other acts necessary to liquidate the corporation’s assets and wind up the corporation’s affairs.
(2) Dissolution of a corporation does not:
(a) Transfer title to the corporation’s property;
(b) Subject the corporation’s directors or officers to standards of conduct different from the standards prescribed in ORS 65.301 to 65.414;
(c) Change quorum or voting requirements for the corporation’s board of directors or members, change provisions for selection, resignation or removal of the corporation’s directors or officers, or both, or change provisions for amending the corporation’s bylaws;
(d) Prevent commencement of a proceeding by or against the corporation in the corporation’s corporate name;
(e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(f) Terminate the authority of the registered agent of the corporation. [1989 c.1010 §135; 2001 c.315 §53; 2011 c.147 §13; 2013 c.158 §30; 2013 c.274 §12; 2019 c.174 §93]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.641 - Known claims against dissolved corporation.

(1) A corporation electing to dispose of known claims pursuant to this section shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:
(a) Describe information that must be included in a claim;
(b) Provide a mailing address where a claim may be sent;
(c) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(d) State that the claim will be barred if not received by the deadline.
(2) A claim against the dissolved corporation is barred:
(a) If a claimant who was given written notice under subsection (1) of this section does not deliver the claim to the dissolved corporation by the deadline; and
(b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(3) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [1989 c.1010 §136]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.644 - Unknown claims against dissolved corporation.

(1) A dissolved corporation may publish notice of the corporation’s dissolution and request that persons with claims against the corporation present the claims in accordance with the notice.
(2) The dissolved corporation must publish the notice:
(a) At least one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office is located, or if the principal office is not in this state, where the dissolved corporation’s registered office is or was last located; or
(b) On the dissolved corporation’s website or in another location where the dissolved corporation maintains an electronic presence, if the website or other location will remain accessible to the public for at least 30 days.
(3) A notice that a dissolved corporation publishes under subsection (2) of this section must:
(a) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(b) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
(4) If the dissolved corporation publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the notice:
(a) A claimant who did not receive written notice under ORS 65.641;
(b) A claimant whose claim was sent in a timely manner to the dissolved corporation but not acted on; or
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(5) A claim may be enforced under this section:
(a) Against the dissolved corporation, to the extent of the dissolved corporation’s undistributed assets; or
(b) Against any person, other than a creditor of the dissolved corporation, to whom the dissolved corporation distributed the dissolved corporation’s property in liquidation subject to the following:
(A) If the distributee received a pro rata share of a distribution, the distributee’s liability will not exceed the same pro rata share of the claim; and
(B) The distributee’s total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee, less any liability of the dissolved corporation paid on behalf of the dissolved corporation by that distributee after the date of distribution. [1989 c.1010 §137; 2019 c.174 §94]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.647 - Grounds for administrative dissolution.

The Secretary of State may commence a proceeding under ORS 65.651 to administratively dissolve a corporation if:
(1) The corporation does not pay when due any fees imposed by this chapter;
(2) The corporation does not deliver its annual report to the Secretary of State when due;
(3) The corporation is without a registered agent or registered office in this state;
(4) The corporation does not notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or
(5) The corporation’s period of duration, if any, stated in its articles of incorporation expires. [1989 c.1010 §138]