Chapter 65 Nonprofit Corporations

General Provisions

§ 65.001 Definitions

Filing Documents

§ 65.004 Filing requirements
§ 65.007 Filing, service, copying and certification fees
§ 65.011 Effective time and date of document
§ 65.014 Correcting filed document
§ 65.016 Forms
§ 65.017 Filing duty of Secretary of State
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Secretary of State

§ 65.031 Powers

Notice

§ 65.034 Notice

Private Foundations

§ 65.036 Private foundations

Judicial Relief

§ 65.038 Judicial relief

Attorney General

§ 65.040 Notice to Attorney General

Religious Corporations

§ 65.042 Religious corporations

Incorporation

§ 65.044 Incorporators
§ 65.047 Articles of incorporation
§ 65.051 Incorporation
§ 65.054 Liability for preincorporation transactions
§ 65.057 Organization of corporation
§ 65.061 Bylaws
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Purposes and Powers

§ 65.074 Purposes
§ 65.077 General powers
§ 65.081 Emergency powers
§ 65.084 Challenge of corporate authority

Name

§ 65.094 Corporate name
§ 65.097 Reserved name
§ 65.101 Registered name

Office and Agent

§ 65.111 Registered office and registered agent
§ 65.114 Change of registered office or registered agent
§ 65.117 Resignation of registered agent
§ 65.121 Service on the corporation

Members and Memberships

Admission of Members

§ 65.131 Admission
§ 65.134 Consideration
§ 65.137 No requirement for members

Members Rights and Obligations

§ 65.144 Differences in rights and obligations of members
§ 65.147 Transfers
§ 65.151 Members liability to third parties
§ 65.154 Members liability for dues, assessments and fees
§ 65.157 Creditors action against member

Resignation and Termination

§ 65.164 Resignation
§ 65.167 Termination, expulsion or suspension
§ 65.171 Acquiring memberships

Derivative Suits

§ 65.174 Derivative suits

Delegates

§ 65.177 Delegates

Membership Meetings and Voting

Meetings and Action Without Meetings

§ 65.201 Annual and regular meetings
§ 65.204 Special meeting
§ 65.205 Participation in meeting by remote communication
§ 65.207 Court-ordered meeting
§ 65.211 Action without meeting
§ 65.214 Notice of meeting
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Voting

§ 65.224 Members list for meeting
§ 65.227 Voting entitlement of members
§ 65.231 Proxies
§ 65.234 Adjournment
§ 65.237 Corporations acceptance of votes
§ 65.241 Quorum requirements
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Voting Agreements

§ 65.254 Voting agreements

Directors and Officers

Board of Directors

§ 65.301 Requirement for and duties of board
§ 65.304 Qualifications of directors
§ 65.307 Number of directors
§ 65.311 Election, designation and appointment of directors
§ 65.314 Terms of directors generally
§ 65.317 Staggered terms for directors
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Meetings and Action of Board

§ 65.337 Regular and special meetings
§ 65.341 Action without meeting
§ 65.344 Call and notice of meetings
§ 65.347 Waiver of notice
§ 65.351 Quorum and voting
§ 65.354 Committees

Standards of Conduct

§ 65.357 General standards for directors
§ 65.361 Director conflict of interest
§ 65.364 Loans to or guarantees for directors and officers
§ 65.367 Liability for unlawful distributions
§ 65.369 Liability of qualified directors

Officers

§ 65.371 Required officers
§ 65.374 Duties and authority of officers
§ 65.377 Standards of conduct for officers
§ 65.381 Resignation and removal of officers
§ 65.384 Contract rights of officers

Indemnification

§ 65.387 Definitions for ORS 65.387 to 65.414
§ 65.391 Authority to indemnify
§ 65.394 Mandatory indemnification
§ 65.397 Advance for expenses
§ 65.401 Court-ordered indemnification
§ 65.404 Determination and authorization of indemnification
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Amendment of Articles of Incorporation and Bylaws

Amendment of Articles of Incorporation

§ 65.431 Authority
§ 65.434 Amendment by directors
§ 65.437 Amendment by board of directors and members
§ 65.441 Class voting by members on amendments
§ 65.447 Articles of amendment
§ 65.451 Restated articles of incorporation
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Amendment of Bylaws

§ 65.461 Amendment by directors
§ 65.464 Amendment by directors and members
§ 65.467 Approval by third persons

Merger

§ 65.481 Approval of plan of merger
§ 65.484 Limitations on mergers by public benefit or religious corporations
§ 65.487 Action on plan by board, members and third persons
§ 65.491 Articles and plan of merger
§ 65.494 Effect of merger
§ 65.497 Merger with foreign corporation
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Sale of Assets

§ 65.531 Sale of assets in regular course of activities
§ 65.534 Sale of assets other than in regular course of activities

Distributions

§ 65.551 Prohibited distributions
§ 65.554 Authorized distributions

Dissolution

Voluntary Dissolution

§ 65.621 Dissolution by incorporators
§ 65.624 Dissolution by directors, members and third persons
§ 65.627 Notices to Attorney General
§ 65.631 Articles of dissolution
§ 65.634 Revocation of dissolution
§ 65.637 Effect of dissolution
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Administrative Dissolution

§ 65.647 Grounds for administrative dissolution
§ 65.651 Procedure for and effect of administrative dissolution
§ 65.654 Reinstatement following administrative dissolution
§ 65.657 Appeal from denial of reinstatement

Judicial Dissolution

§ 65.661 Grounds for judicial dissolution
§ 65.664 Procedure for judicial dissolution
§ 65.667 Receivership or custodianship
§ 65.671 Judgment of dissolution

Disposition of Assets

§ 65.674 Deposit with Department of State Lands

Foreign Corporations

Authority to Transact Business

§ 65.701 Authority to transact business required
§ 65.704 Consequences of transacting business without authority
§ 65.707 Application for authority to transact business
§ 65.711 Amendment to application for authority
§ 65.714 Effect of authority
§ 65.717 Corporate name of foreign corporation
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Withdrawal

§ 65.734 Withdrawal of foreign corporation

Administrative Revocation of Authority

§ 65.737 Grounds for administrative revocation
§ 65.741 Procedure for and effect of administrative revocation
§ 65.744 Appeal from administrative revocation
§ 65.747 Reinstatement following administrative revocation

Judicial Revocation of Authority

§ 65.751 Grounds for judicial revocation
§ 65.754 Procedure for judicial revocation of authority
§ 65.757 Judgment of revocation

Records and Reports

Records

§ 65.771 Corporate records
§ 65.774 Inspection of records by members
§ 65.777 Scope of inspection right
§ 65.781 Court-ordered inspection
§ 65.782 Limitations on use of membership list

Reports

§ 65.784 Report to members and other persons of indemnification
§ 65.787 Annual report

Transfer of Assets of Hospital

§ 65.800 Definitions for ORS 65.803 to 65.815
§ 65.803 Hospitals operated by nonprofit corporation
§ 65.805 Notice to Attorney General
§ 65.807 Public hearing
§ 65.809 Time for Attorney General decision
§ 65.811 Disapproval of proposed transfer of assets
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Miscellaneous

§ 65.951 Short title
§ 65.954 Reservation of power to amend or repeal
§ 65.957 Application to existing domestic corporations
§ 65.959 Application to corporations relating to condominiums, planned communities or timeshare estates
§ 65.961 Application to qualified foreign corporations
§ 65.964 Saving provisions
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Penalty

§ 65.990 Penalty for signing false document

Source:
Legislative Counsel Committee, CHAPTER 65—Nonprofit Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors065.­html (2015) (last ac­cessed Jul. 16, 2016).