2017 ORS 60.764¹
Duties of, standard of conduct for and liabilities of officers and managers of benefit company

(1) A member that has management duties with respect to a benefit company, or an officer or a manager of a benefit company, shall act in the best interests of the benefit company and shall discharge the member’s, officer’s or manager’s duties as provided in ORS 60.374 (Duties of officers) and 60.377 (Standard of conduct for officers) or in ORS 63.155 (Duties and standard of conduct), as appropriate for the benefit company’s form of organization. In addition, the member, officer or manager shall consider the effects of an action of the member, officer or manager or of the benefit company, or of a decision not to act:

(a) To the extent the member, officer or manager has the discretion to take the action or to decide not to act;

(b) If, in the member’s, officer’s or manager’s reasonable judgment, the action or decision not to act may have a material effect on the general public benefit or a specific public benefit the benefit company provides; and

(c) In accordance with the provisions of ORS 60.760 (Duties of, standard of conduct for and liabilities of governor of benefit company) (1) to (3) for a governor’s consideration of the effects of the action or the decision not to act.

(2) A member’s, officer’s or manager’s consideration under this section of the effects of an action, or a decision not to act, is in accordance with ORS 60.374 (Duties of officers) and 60.377 (Standard of conduct for officers) or with ORS 63.155 (Duties and standard of conduct), as appropriate for the benefit company’s form of organization, as those provisions apply to a member, officer or manager of a benefit company.

(3)(a) A member, officer or manager of a benefit company is not personally liable for money damages as a consequence of taking an action or deciding not to act if the member, officer or manager discharged the member’s, officer’s or manager’s duties in accordance with this section and with ORS 60.374 (Duties of officers) and 60.377 (Standard of conduct for officers) or with ORS 63.155 (Duties and standard of conduct), as appropriate for the benefit company’s form of organization.

(b) A member, officer or manager of a benefit company is not personally liable for money damages for the benefit company’s failure to provide a general public benefit or a specific public benefit.

(c) A member, officer or manager of a benefit company does not have a duty to a person as a consequence of the person’s status as a beneficiary of the general public benefit or a specific public benefit that the benefit company provides. [2013 c.269 §8]

Note: See note under 60.750 (Definitions for ORS 60.750 to 60.770).

Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet defini­tion for “shareholder” does not have statutorily created inspec­tion rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

This chapter as authorizing partnership of corpora­tion and individual; validity of partnership between a private corpora­tion and an individual when corpora­tion charter so provides, (1972) Vol 36, p 94

Law Review Cita­tions

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)

1 Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.