ORS 65.047¹
Articles of incorporation

(1) Articles of incorporation formed in accordance with this chapter after October 3, 1989, must set forth:

(a) A corporate name for the corporation that satisfies the requirements of ORS 65.094 (Corporate name);

(b) One of the following statements or words of similar import:

(A) This corporation is a public benefit corporation;

(B) This corporation is a mutual benefit corporation; or

(C) This corporation is a religious corporation;

(c) The address, including street and number, of the corporation’s initial registered office and the name of the corporation’s initial registered agent at that location;

(d) The name and address of each incorporator;

(e) An alternate corporate mailing address which must be that of the principal office to which notices, as required by this chapter, may be mailed until the principal office of the corporation has been designated by the corporation in the corporation’s annual report;

(f) Whether or not the corporation will have members; and

(g) Provisions regarding the distribution of assets on dissolution.

(2) The articles of incorporation may set forth:

(a) The names and addresses of the initial directors;

(b) Provisions regarding:

(A) The purpose or purposes for which the corporation is organized;

(B) Managing and regulating the affairs of the corporation;

(C) Defining, limiting and regulating the powers of the corporation, the corporation’s board of directors, and members or any class of members; and

(D) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members;

(c) A provision eliminating or limiting the personal liability of a director or uncompensated officer to the corporation or the corporation’s members for monetary damages for conduct as a director or officer, provided that the provision may not eliminate or limit the liability of a director or officer for any act or omission occurring before the date on which the provision becomes effective, and the provision may not eliminate or limit the liability of a director or officer for:

(A) Any breach of the director’s or officer’s duty of loyalty to the corporation or the corporation’s members;

(B) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

(C) Any unlawful distribution;

(D) Any transaction from which the director or officer derived an improper personal benefit; and

(E) Any act or omission in violation of ORS 65.361 (Director conflict of interest) to 65.367 (Liability for unlawful distributions); and

(d) Any provision that under this chapter is required or permitted to be set forth in the bylaws.

(3) The incorporator or incorporators shall sign the articles of incorporation and before including the name of any individual as a director shall state that the incorporator or incorporators have obtained the consent of each director named to serve.

(4) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter but may restrict the powers in order to meet federal tax code requirements or for other purposes. [1989 c.1010 §21; 2019 c.174 §18]

1 Legislative Counsel Committee, CHAPTER 65—Nonprofit Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors065.­html (2019) (last ac­cessed May 16, 2020).
 
2 OregonLaws.org contains the con­tents of Volume 21 of the ORS, inserted along­side the per­tin­ent statutes. See the preface to the ORS An­no­ta­tions for more information.
 
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. Currency Information