Chapter 128 — Chapter 128

ORS 128.470 [1971 c.182 §2; repealed by 2005 c.348 §128]

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ORS 128.480 [1971 c.182 §3; repealed by 2005 c.348 §128]

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ORS 128.490 [1971 c.182 §4; repealed by 2005 c.348 §128]

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ORS 128.500 [1971 c.182 §5; repealed by 2005 c.348 §128]

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ORS 128.510 Definitions for ORS 128.520. As used in ORS 128.520, “employees’ trust” means a trust of real or personal property forming part of a pension, profit sharing, stock bonus, annuity, disability or death benefit plan of an employer or group of employers for the benefit of the employees of the employer or group of employers, to which contributions are made by such employers or employees, or both, for the purpose of distributing income or principal, or both, to such employees or the beneficiaries of such employees. [1955 c.586 §1]

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ORS 128.520 Employees’ trust may be in perpetuity; accumulation of income. An employees’ trust may be permitted to accumulate for such time as may be necessary to accomplish the purpose for which it is created, and is not invalid as violating any rule of law against perpetuities or the suspension of the power of alienation of title to property. The income from any property held in an employees’ trust may continue in perpetuity or in accordance with the terms of such trust, and the plan of which such trust forms a part, for such time as may be necessary to accomplish the purpose for which such trust is created. [1955 c.586 §2]

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ORS 128.560 “Business trust” described. A “business trust” is any association, including a real estate investment trust, engaged in or operating a business under a written trust agreement or declaration of trust, the beneficial interest under which is divided into transferable certificates of participation or shares, other than a trust engaged solely in exercising the voting rights pertaining to corporate shares or other securities in accordance with the terms of a written instrument. [1971 c.491 §1]

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ORS 128.565 Business trust permitted. A business trust is permitted as a recognized form of association for the conduct of business within the State of Oregon. [1971 c.491 §2]

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ORS 128.570 Business trusts and trustees not subject to bank and trust company regulations. Neither a business trust nor the trustees of such trust are subject to the provisions of ORS chapters 706, 707 and 709. [1971 c.491 §3; 1997 c.631 §418]

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ORS 128.573 Forms; rules. Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed under ORS 128.560 to 128.600. The Secretary of State may by rule require the use of the forms. [1995 c.215 §23]

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ORS 128.575 Filing with Office of Secretary of State required; fees; amendments. (1) Any business trust desiring to do business in this state shall first submit to the Office of Secretary of State a copy of the trust instrument creating the trust and any subsequent amendments to the trust and a document setting forth

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ORS 128.580 Business trusts subject to certain corporate laws. Any business trust shall be subject to such provisions of law, now or hereafter enacted, with respect to domestic and foreign corporations, respectively, as relate to the issuance of securities, filing of required statements or reports, service of process, general grants of power to act, right to sue and be sued, limitation of individual liability of shareholders and rights to acquire, mortgage, sell, lease, operate and otherwise to deal in real and personal property. Except as otherwise provided in its trust agreement or declaration of trust, or any amendments thereto, any business trust shall also be subject to the other provisions of ORS chapter 60 and other rights and duties existing under the common law and statutes of this state applicable to domestic and foreign corporations. Title to any real or personal property may be held in the name of the trust, one or more of the trustees or any other person as nominee. [1971 c.491 §5; 1973 c.367 §13; 1979 c.208 §6; 1987 c.94 §99]

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ORS 128.585 Personal liability of trustees, shareholders or beneficiaries of business trust. The trustees, shareholders or beneficiaries of a business trust shall not, as such, be personally liable for any obligations of such business trust arising after June 25, 1971. Persons becoming trustees, shareholders or beneficiaries after June 25, 1971, shall not be personally liable, as such, for obligations of the business trust existing on June 25, 1971. [1971 c.491 §6; 1973 c.367 §14]

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ORS 128.590 Filing of trust instrument as conclusive evidence of compliance with laws; exception. For purposes of ORS 128.585, filing of the trust instrument by the Secretary of State shall be conclusive evidence that all conditions precedent required to be performed by the business trust have been complied with and that the business trust is authorized to do business in this state, except as against this state in a proceeding to cancel or revoke the filing for violations of the provisions of ORS 128.580. [1971 c.491 §7; 1985 c.728 §82]

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ORS 128.595 Annual report; due date; content; notice of requirement; effect of failure to file. (1) A business trust by the trust’s anniversary date shall deliver to the office of the Secretary of State for filing an annual report accompanied by the annual fee

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ORS 128.597 Inactivation of business trust. The Secretary of State may commence a proceeding to inactivate the trust instrument of a business trust if

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ORS 128.599 Reinstatement of business trust following inactivation. (1) A business trust that the Secretary of State inactivated under ORS 128.597 may apply to the Secretary of State for reinstatement within five years from the date of inactivation. The application must state

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ORS 128.600 Filing, service, copying and certification fees. The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under ORS 128.560 to 128.600 and for process served on the secretary under ORS 128.560 to 128.600. The secretary may collect the fees described in ORS 56.140 for copying any public record under ORS 128.560 to 128.600, certifying the copy or certifying to other facts of record under ORS 128.560 to 128.600. [1987 c.94 §129; 1991 c.132 §14; 1995 c.215 §26; 1999 c.652 §15]

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ORS 128.610 Short title. ORS 128.610 to 128.769 may be cited as the Charitable Trust and Corporation Act. [1963 c.583 §1; 1971 c.589 §1; 1981 c.593 §1; 1985 c.729 §25; 1985 c.730 §4]

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ORS 128.620 Definitions for ORS 128.610 to 128.769. As used in ORS 128.610 to 128.769

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ORS 128.630 Application of ORS 128.610 to 128.769. (1) ORS 128.610 to 128.769 apply to all charitable organizations holding property for charitable purposes over which the state or the Attorney General has enforcement or supervisory powers

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ORS 128.640 Exemptions from application of ORS 128.610 to 128.769. (1) ORS 128.610 to 128.769 do not apply to the United States, any state, territory or possession of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or to any of their agencies or governmental subdivisions

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ORS 128.650 Register of charitable organizations; authority of Attorney General to maintain register. The Attorney General shall establish and maintain a register of charitable organizations subject to ORS 128.610 to 128.769 and of the particular trust or other relationship under which the charitable organizations hold property for charitable purposes and, to that end, may conduct whatever investigation is necessary, and shall obtain from public records, court officers, taxing authorities, trustees, and other sources, whatever information, copies of instruments, reports and records that are needed for the establishment and maintenance of the register. [1963 c.583 §6; 1971 c.589 §5; 1981 c.593 §5; 1985 c.729 §29; 1985 c.730 §8; 2007 c.571 §4]

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ORS 128.660 Filing of registration statement and articles of incorporation or other instrument with Attorney General. Every charitable organization subject to ORS 128.610 to 128.769 that has received property for charitable purposes shall file with the Attorney General, upon receiving possession or control of such property

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ORS 128.670 Filing of reports; rules; fees; authority of Attorney General relating to reports; civil penalty. (1) Except as otherwise provided, every charitable organization subject to ORS 128.610 to 128.769 shall, in addition to filing copies of the instruments previously required, file with the Attorney General annual written reports setting forth information as to the nature of the assets held for charitable purposes and the administration thereof by the corporation or trustee

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ORS 128.675 Violations of ORS 128.610 to 128.769; action by Attorney General for violation; fees; penalties. (1) The following acts and practices are violations of ORS 128.610 to 128.769

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ORS 128.680 Investigatory authority of Attorney General. The Attorney General may investigate transactions and relationships of charitable organizations subject to ORS 128.610 to 128.769 for the purpose of ascertaining whether or not the purposes of the charitable organization are being carried out in accordance with the terms and provisions of the articles of incorporation or other instrument, whether a person or organization has engaged in a violation of ORS 128.610 to 128.769 or whether such a person or organization has breached a fiduciary duty arising under the common law. The Attorney General may require any agent, trustee, fiduciary, beneficiary, institution, association or corporation, or other person to appear, at a named time and place, in the county designated by the Attorney General, where the person resides or is found, to give information under oath and to produce books, memoranda, papers, documents of title, and evidence of assets, liabilities, receipts or disbursements in the possession or control of the person ordered to appear. [1963 c.583 §10; 1971 c.589 §8; 1981 c.593 §9; 1985 c.729 §30; 1985 c.730 §11; 2007 c.571 §7]

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ORS 128.690 Order for attendance by Attorney General; effect. When the Attorney General requires the attendance of any person, as provided in ORS 128.680, the Attorney General shall issue an order setting forth the time when and the place where attendance is required and shall cause the same to be delivered to or sent by registered or certified mail to the person at least 14 days before the date fixed for attendance. Such order shall have the same force and effect as a subpoena and, upon application of the Attorney General, obedience to the order may be enforced by any court having jurisdiction of charitable trusts in the county where the trust may be in existence or administered or the person receiving it resides or is found, in the same manner as though the notice were a subpoena. The court, after hearing, for cause, and upon application of any person aggrieved by the order, shall have the right to alter, amend, revise, suspend or postpone all or any part of its provisions. [1963 c.583 §11]

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ORS 128.700 [1963 c.583 §12; repealed by 1973 c.794 §34]

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ORS 128.710 Enforcement; jurisdiction of court. (1) The Attorney General may institute appropriate proceedings to secure compliance with ORS 128.610 to 128.769 and to invoke the jurisdiction of the court. A court may issue a temporary, preliminary or permanent injunction to restrain violations of ORS 128.610 to 128.769 and may require a charitable organization or responsible charitable fiduciary to provide or pay for an accounting, or may order other appropriate relief. Willful failure to comply with an order of any court having jurisdiction of charitable trusts shall constitute grounds for removal of the officers, directors, trustees or other charitable fiduciary and the appointment by the court of successor officers, directors, trustees or other charitable fiduciaries. The powers and duties of the Attorney General provided in ORS 128.610 to 128.769 are in addition to existing powers and duties

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ORS 128.720 Copies of certain documents and notice to be provided Attorney General. Every person who offers for probate any instrument which establishes a testamentary trust of property for charitable purposes or who records in any county any inter vivos transfer of property for charitable purposes shall furnish a copy of such document to the Attorney General. Upon filing the final account and petition for a judgment of distribution of any estate through which a residuary testamentary trust for charitable purposes is established, the personal representative shall mail a copy thereof, and a copy of the notice fixing the time for filing objections thereto, to the Attorney General not less than 20 days before the time fixed in the notice. The custodian of the records of a court having jurisdiction of probate matters or of charitable trusts shall furnish such copies of papers, records and files of the office of the custodian relating to the subject of ORS 128.610 to 128.769 as the Attorney General requires. [1963 c.583 §15; 1971 c.589 §10; 2003 c.576 §385]

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ORS 128.730 List of certain claims for exemptions from taxation to be provided Attorney General. Every officer, agency, board or commission of this state, receiving applications for exemption from taxation of any corporation, charitable trust or similar relationship in which the corporation or trustee is subject to ORS 128.610 to 128.769 shall annually file with the Attorney General a list of all applications received during the year. [1963 c.583 §16; 1971 c.589 §11]

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ORS 128.735 Attorney fees in action to enforce fiduciary or other duty. (1) In any suit or action against a charitable organization or charitable fiduciary to enforce any fiduciary duty or other duty arising under ORS 128.610 to 128.769 or to enforce any fiduciary duty arising under the common law, the court in its discretion may award the prevailing party reasonable attorney fees at trial and on appeal and, as part of costs and disbursements, reasonable investigative expenses and reasonable expert witness fees

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ORS 128.740 [1963 c.583 §17; 1971 c.589 §12; repealed by 1975 c.388 §8]

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ORS 128.750 Uniformity of interpretation. The Charitable Trust and Corporation Act, ORS 128.610 to 128.769, shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact it. [1963 c.583 §19; 1981 c.593 §11; 1985 c.730 §14]

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ORS 128.760 Issuance of disqualification order by Attorney General; hearing request; legal effect. (1) The Attorney General may issue an order disqualifying a charitable organization from receiving contributions that are deductible as charitable donations for the purpose of Oregon income tax and corporate excise tax if the Attorney General finds that the organization has failed to expend at least 30 percent of the organization’s total annual functional expenses on program services when those expenses are averaged over the most recent three fiscal years for which the Attorney General has reports containing expense information. The calculation of program services expenses and total functional expenses shall be based on the amounts of program services expenses and total functional expenses identified by the organization in the organization’s Internal Revenue Service Form 990 return or other Internal Revenue Service return required to be filed as part of the organization’s report to the Attorney General

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ORS 128.763 Disclosure of disqualification required in solicitations; legal effect of failure to disclose. (1) When a disqualification order issued under ORS 128.760 to 128.769 becomes effective, the charitable organization named in the order shall provide a disclosure as described in this section in all solicitations made by the organization to persons in Oregon. The disclosure must clearly and conspicuously state that contributions to the organization are not deductible as charitable donations for Oregon income tax purposes. The disclosure also must appear in any written document provided to a donor acknowledging the donation or referring to the amount of the donation. The Attorney General may specify additional disclosure requirements by rule

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ORS 128.766 Publication of disqualified organizations on Internet; report to Department of Revenue. (1) When a disqualification order issued under ORS 128.760 to 128.769 becomes effective, the Attorney General shall publish on the Internet and otherwise make publicly available information identifying the charitable organization named in the order, the date that the order became effective and the date that the information was published on the Internet

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ORS 128.769 Rules. The Attorney General may adopt all rules necessary for the implementation of ORS 128.760 to 128.769. [2013 c.260 §5]

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ORS 128.801 Definitions for ORS 128.801 to 128.898. As used in ORS 128.801 to 128.898

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ORS 128.802 Registration of professional fund raising firms required; fee; renewal; notice of change of information. (1) No person shall act as a professional fund raising firm with respect to the solicitation of funds in this state on behalf of any nonprofit organization unless the professional fund raising firm is registered with the Attorney General

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ORS 128.804 Fund raising notice; contents. (1) Prior to each solicitation campaign to be conducted in this state, where the services of a professional fund raising firm are employed, the firm shall file a completed fund raising notice on forms prescribed by the Attorney General. A copy of the written fund raising plan, described in ORS 128.807 and a copy of the written disclosure, when required by ORS 128.809, shall be attached to the notice

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ORS 128.805 [1971 c.589 §14; 1981 c.593 §12; repealed by 1985 c.729 §1; 1985 c.730 §15]

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ORS 128.806 [1985 c.729 §4; repealed by 1991 c.532 §26]

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ORS 128.807 Required submission of financial plan to nonprofit beneficiary. (1) A professional fund raising firm shall not participate in a solicitation campaign in this state without first submitting a written financial plan to the nonprofit beneficiary. A nonprofit organization, utilizing the services of a professional fund raising firm, shall not solicit in this state unless it has obtained such a written financial plan from the firm. The written financial plan shall provide a good faith projection of the total expenses and revenue for each solicitation campaign contemplated by the agreement with the nonprofit beneficiary

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ORS 128.809 Required disclosure of agency by solicitors. No person shall engage in an in-person solicitation as an agent of a professional fund raising firm, including a face-to-face or telephone solicitation, unless it is disclosed orally in the course of the solicitation but prior to asking for a commitment for a contribution from the solicitee, and in writing to any solicitee that makes a pledge to be delivered within 10 days of the date of the pledge that the solicitor is operating under the direction and control of a named professional fund raising firm. [1991 c.532 §20]

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ORS 128.810 [1959 c.599 §1; repealed by 1967 c.359 §704]

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ORS 128.811 [1985 c.729 §5; repealed by 1991 c.532 §26]

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ORS 128.812 Required submission of financial report after campaign. Within 90 days after a solicitation campaign has been completed, unless funds are to be collected by the nonprofit beneficiary, the professional fund raising firm shall file with the Attorney General a financial report for the campaign, including gross receipts and all expenditures incurred in the solicitation campaign. The report shall be completed on a form prescribed by the Attorney General. The report shall be signed by an official of the professional fund raising firm and an official from each beneficiary and they shall certify, under oath, that it is true to the best of their knowledge. A similar interim financial report shall be filed one year after the start of the solicitation campaign in the case of a solicitation campaign still in progress on that date. [1991 c.532 §21]

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ORS 128.813 [1975 c.388 §2; repealed by 1985 c.729 §1; 1985 c.730 §15]

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