Chapter 65 Nonprofit Corporations

General Provisions

§ 65.001 Definitions
§ 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
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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

§ 65.131 Admission
§ 65.134 Consideration
§ 65.137 No requirement for members
§ 65.144 Rights and obligations of members
§ 65.147 Transfers
§ 65.151 Member’s liability to third parties
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Membership Meetings and Voting

§ 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
§ 65.212 Use of electronic mail or other electronic means to discuss issues or take action
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Corporate Actions

§ 65.260 Definitions for ORS 65.260 to 65.281
§ 65.263 Defective corporate action
§ 65.266 Ratification by board of directors
§ 65.269 Quorum
§ 65.272 Notice of ratification by board of directors
§ 65.275 Corrected corporate action
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Directors and Officers

§ 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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Amendment of Articles of Incorporation and Bylaws

§ 65.431 Authority
§ 65.434 Amendment by directors
§ 65.437 Amendment by board of directors and members
§ 65.439 Amendment of articles of incorporation of public benefit corporation
§ 65.441 Class voting by members on amendments
§ 65.447 Articles of amendment
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Merger

§ 65.481 Approval of plan of merger
§ 65.484 Limitations on mergers by public benefit or religious corporations
§ 65.487 Action on plan of merger 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

§ 65.621 Dissolution by incorporators
§ 65.624 Dissolution by directors, members and third persons
§ 65.627 Transfer or conveyance of assets as part of dissolution
§ 65.631 Articles of dissolution
§ 65.634 Revocation of dissolution
§ 65.637 Effect of dissolution
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Foreign Corporations

§ 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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Records and Reports

§ 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
§ 65.784 Report to members and other persons of indemnification
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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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Penalties

§ 65.990 Penalty for signing false document
§ 65.992 Liability for certain actions in connection with operation of shell entity
Source:
Legislative Counsel Committee, CHAPTER 65—Nonprofit Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors065.­html (2019) (last ac­cessed May 16, 2020). Currency Information