ORS 65.084¹
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 (Procedure for judicial dissolution); or

(d) In an action under ORS 65.281 (Judicial review of corporate action).

(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]

Notes of Decisions

Plaintiff may not bring claim against corpora­tion based on conten­tion that corpora­tion lacked power to act because ac­tions violated corpora­tion’s articles of incorpora­tion. Dischinger Orthodontics, PC v. Regence BlueCross BlueShield, 288 Or App 297, 405 P3d 164 (2017)

1 Legislative Counsel Committee, CHAPTER 65—Nonprofit Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors065.­html (2019) (last ac­cessed May 16, 2020).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2019, Chapter 65, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano065.­html (2019) (last ac­cessed May 16, 2020).
 
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