Chapter 65 — Chapter 65
202 sections in this chapter.
ORS 65.371 Required officers. (1) A corporation must have a president, a secretary, a treasurer and such other officers as are elected or appointed by the board of directors or by any other person as the articles of incorporation or bylaws may authorize, provided that the articles of incorporation or bylaws may designate other titles in lieu of president, secretary and treasurer
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(2) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the board of directors’ meetings and membership meetings and for authenticating records of the corporation. (3)(a) Except as provided in paragraph (b) of this su…
ORS 65.374 Duties and authority of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. [1989 c.1010 §94]
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[Repealed or reserved.]
ORS 65.377 Standards of conduct for officers. (1) An officer shall discharge the officer’s duties
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(a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the officer reasonably believes to be in the best interests of the corporation. (2) In discharging the duties of an officer, an off…
ORS 65.381 Resignation and removal of officers. (1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date. If a resignation specifies a later effective date and the corporation accepts the later effective date, the corporation’s board of directors or any other person authorized under the articles of incorporation or bylaws may fill the pending vacancy before the effective date if the board or any other person provides that the successor does not take office until the effective date
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(2) A board of directors or any other person authorized under the articles of incorporation or bylaws to elect or appoint an officer may remove any officer the board or any other person is entitled to elect or appoint, at any time with or without cause. (3) Once delivered, a noti…
ORS 65.384 Contract rights of officers. (1) The appointment of an officer does not itself create contract rights
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(2) Removal or resignation of an officer does not affect the contract rights, if any, of the corporation or the officer. [1989 c.1010 §97] (Indemnification)
ORS 65.387 Definitions for ORS 65.387 to 65.414. As used in ORS 65.387 to 65.414
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(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction. (2) “Director” means an individual who is or was a director of a corporation o…
ORS 65.391 Authority to indemnify. (1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if
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(a) The conduct of the individual was in good faith; (b) The individual reasonably believed that the individual’s conduct was in the best interests of the corporation, or at least was not opposed to the corporation’s best interests; and (c) In the case of a criminal proceeding, t…
ORS 65.394 Mandatory indemnification. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding. [1989 c.1010 §100; 2005 c.22 §46]
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[Repealed or reserved.]
ORS 65.397 Advance for expenses. (1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if
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(a) The director furnishes the corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 65.391; and (b) The director furnishes the corporation a written undertaking, executed personally or on the dire…
ORS 65.401 Court-ordered indemnification. Unless the corporation’s articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines
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(1) The director is entitled to mandatory indemnification under ORS 65.394, in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or (2) The director is fairly and reasonably entitled t…
ORS 65.404 Determination and authorization of indemnification. (1) A corporation may not indemnify a director under ORS 65.391 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in ORS 65.391
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(2) A determination that indemnification of a director is permissible shall be made: (a) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (b) If a quorum cannot be obtained under paragraph (a) of this subsec…
ORS 65.407 Indemnification of officers, employees and agents. Unless a corporation’s articles of incorporation provide otherwise
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(1) An officer of the corporation is entitled to mandatory indemnification under ORS 65.394, and is entitled to apply for court-ordered indemnification under ORS 65.401 in each case, to the same extent as a director under ORS 65.394 and 65.401. (2) The corporation may indemnify a…
ORS 65.411 Insurance. A corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The corporation may purchase and maintain the insurance even if the corporation has no power to indemnify the individual against the same liability under ORS 65.391 or 65.394. [1989 c.1010 §105]
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[Repealed or reserved.]
ORS 65.414 Application of ORS 65.387 to 65.411. (1) The indemnification and provisions for advancement of expenses provided by ORS 65.387 to 65.411 shall not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the corporation’s articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of members or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Specifically and not by way of limitation, a corporation shall have the power to make or agree to make any further indemnification, including advancement of expenses, of
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(a) Any director as authorized by the articles of incorporation, any bylaws approved, adopted or ratified by the members or any resolution or agreement approved, adopted or ratified, before or after such indemnification or agreement is made, by the members, provided that no such …
ORS 65.431 Authority. (1) A corporation may amend the corporation’s articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as amended would be permitted under ORS 65.431 to 65.467 as of the effective date of the amendment
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(2) A corporation designated on the records of the Secretary of State as a public benefit corporation or religious corporation may amend or restate the public benefit corporation’s or religious corporation’s articles of incorporation so that the public benefit corporation or reli…
ORS 65.434 Amendment by directors. (1) Unless a corporation’s articles of incorporation provide otherwise, the corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without member approval
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(a) To extend the duration of the corporation if the corporation was incorporated at a time when limited duration was required by law; (b) To delete the names and addresses of the initial directors and incorporators; (c) To delete the name and address of the initial registered ag…
ORS 65.437 Amendment by board of directors and members. (1) Unless this chapter, the articles of incorporation, bylaws, the members acting in accordance with subsection (2) of this section or the board of directors acting in accordance with subsection (3) of this section require a greater vote or voting by class, adopting an amendment to a corporation’s articles of incorporation requires approval
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(a) By the board if the corporation is a public benefit corporation or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors or the method or way in which directors are elected or selected…
ORS 65.439 Amendment of articles of incorporation of public benefit corporation. If a public benefit corporation has not conducted a meeting of the members and if members have not actively participated in the public benefit corporation’s affairs for three years or more, the public benefit corporation’s board of directors may act in accordance with ORS 65.434 to amend the articles of incorporation to state that the public benefit corporation does not have members if
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(1) The board first notifies any known members and posts a notice on the public benefit corporation’s website or otherwise gives comparable notice to the public of the proposed amendment to the articles of incorporation; and (2) The board does not receive an objection from any me…
ORS 65.441 Class voting by members on amendments. (1) In a public benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would affect the rights of the class as to voting in a manner different from the manner in which the amendment would affect another class or members of another class
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(2) In a mutual benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would: (a) Affect the rights, privileges, preferences, restrictions or conditions…
ORS 65.447 Articles of amendment. A corporation amending the corporation’s articles of incorporation shall deliver for filing to the Secretary of State articles of amendment setting forth
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(1) The name of the corporation. (2) The text of each amendment adopted. (3) The date of each amendment’s adoption. (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directo…
ORS 65.451 Restated articles of incorporation. (1) A corporation’s board of directors may restate the corporation’s articles of incorporation at any time with or without approval by the members entitled to vote on articles of incorporation or any other person
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(2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members entitled to vote on articles of incorporation or any other person, the restatement must be adopted as provided in OR…
ORS 65.454 Amendment pursuant to court order. (1) A corporation’s articles of incorporation may be amended without approval by the board of directors, approval by the members entitled to vote on articles of incorporation or approval required pursuant to ORS 65.467
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(a) To carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute; or (b) In a proceeding brought by the Attorney General to correct the statement in the articles of incorporation or the annual report with regard to whether th…
ORS 65.457 Effect of amendment and restatement. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name. [1989 c.1010 §114]
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(Amendment of Bylaws)
ORS 65.461 Amendment by directors. A corporation that does not have members with the power to vote on bylaws shall amend the corporation’s bylaws only as provided in this section. The corporation’s incorporators, until directors have been chosen, and thereafter the corporation’s board of directors may adopt one or more amendments to the corporation’s bylaws subject to any approval required under ORS 65.467. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice must be in accordance with ORS 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. [1989 c.1010 §115; 2019 c.174 §79]
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[Repealed or reserved.]
ORS 65.464 Amendment by directors and members. Except as provided in ORS 65.241 and 65.244
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(1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless: (a) The articles of incorporation or this chapter reserve the power to amend or repeal exclusively to the members, or to a party authorized under ORS 65.467, or both, in whole or in part; …
ORS 65.467 Approval by third persons. A corporation’s articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors. A provision of the articles of incorporation that has this requirement may not be amended without the approval in writing of the specified person or persons. [1989 c.1010 §117; 2019 c.174 §81]
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MERGER
ORS 65.481 Approval of plan of merger. (1) Subject to the limitations set forth in ORS 65.484, one or more nonprofit corporations may merge with a business or nonprofit corporation, if the plan of merger is approved as provided in ORS 65.487
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(2) The plan of merger must set forth: (a) The name of each business or nonprofit corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge; (b) The terms and conditions of the merger; (c) The manner and basis, if any…
ORS 65.484 Limitations on mergers by public benefit or religious corporations. (1) Without the prior written consent of the Attorney General or the prior approval of the circuit court of the county in which a corporation’s principal office is located or, if the principal office is not in this state, where the registered office of the corporation is or was last located, in a proceeding in which the Attorney General has been given written notice, a public benefit corporation or religious corporation may merge only with
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(a) A public benefit corporation or religious corporation; (b) A foreign corporation that would qualify under this chapter as a public benefit corporation or religious corporation; (c) A wholly owned foreign corporation or domestic business corporation or mutual benefit corporati…
ORS 65.487 Action on plan of merger by board, members and third persons. (1) Unless this chapter, a corporation’s articles of incorporation, bylaws or the corporation’s board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, adoption of a plan of merger requires, with respect to each corporation party to the merger, approval
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(a) By the board of directors; (b) By the members of a mutual benefit corporation entitled to vote on the merger, if any, by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, or by a majority of the votes cast, if the corporation is a pub…
ORS 65.491 Articles and plan of merger. (1) After the board of directors of each merging corporation and, if required under ORS 65.487, the members of each merging corporation and any other persons that must approve a plan of merger approve the plan, the surviving corporation shall deliver to the Secretary of State for filing
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(a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; (b) A plan of merger or, in lieu of a plan of merger, a written declaration that: (A) Identifies an add…
ORS 65.494 Effect of merger. When a merger takes effect
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(1) Each corporation that was a party to the merger merges into the surviving corporation and the separate existence of each corporation except the surviving corporation ceases; (2) The title to all real estate and other property owned by each corporation that was a party to the …
ORS 65.497 Merger with foreign corporation. (1) Except as provided in ORS 65.484, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if
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(a) The merger is permitted by the law of the state or country under whose law each foreign business or nonprofit corporation is incorporated and each foreign business or nonprofit corporation complies with that law in effecting the merger; (b) The foreign business or nonprofit c…
ORS 65.501 [1989 c.1010 §124; repealed by 2019 c.174 §113]
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[Repealed or reserved.]
ORS 65.504 Merger with business corporation. Any domestic business corporation which is a party to a merger with a nonprofit corporation pursuant to this chapter shall comply with all applicable requirements of the Oregon Business Corporation Act relating to mergers except when inconsistent with this chapter. If a domestic business corporation is the survivor of a merger with a nonprofit corporation, following the merger it shall be subject to the Oregon Business Corporation Act. [1989 c.1010 §125]
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SALE OF ASSETS
ORS 65.531 Sale of assets in regular course of activities; mortgage of assets. (1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors
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(a) Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or (b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of …
ORS 65.534 Sale of assets other than in regular course of activities. (1) A corporation may sell, lease, exchange or otherwise dispose of all or substantially all of the corporation’s property, with or without the goodwill, other than in the usual and regular course of the corporation’s activities, on the terms and conditions and for the consideration determined by the corporation’s board of directors if the proposed transaction is authorized by subsection (2) of this section
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(2) Unless this chapter, the articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (4) of this section, require a greater vote or voting by class, the proposed transaction to be authorized must be approved: (a) By the board o…
ORS 65.551 Prohibited distributions. Except as authorized by ORS 65.554, a corporation shall not make any distributions. [1989 c.1010 §128]
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[Repealed or reserved.]
ORS 65.554 Authorized distributions. Unless prohibited by the corporation’s articles of incorporation or bylaws
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(1) A mutual benefit corporation may purchase the mutual benefit corporation’s memberships and, under the circumstances indicated in ORS 65.147 and 65.171, a public benefit corporation or religious corporation may purchase the public benefit corporation’s or religious corporation…
ORS 65.621 Dissolution by incorporators. (1) A majority of the incorporators of a corporation that has no members and that does not yet have initial directors may, subject to any approval required by the corporation’s articles of incorporation or bylaws, dissolve the corporation by delivering articles of dissolution to the Secretary of State for filing
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(2) The corporation shall give the incorporators notice equivalent to that specified in ORS 65.344 (2), of any meeting at which dissolution will be considered. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the co…
ORS 65.624 Dissolution by directors, members and third persons. (1) Unless a corporation’s articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if the dissolution is approved
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(a) By the board of directors; (b) By the members of a mutual benefit corporation entitled to vote on dissolution, if any, by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, or by a majority of the votes cast, if the corporation is a pu…
ORS 65.627 Transfer or conveyance of assets as part of dissolution; notice to Attorney General. (1) A public benefit corporation or religious corporation may not transfer or convey assets as part of a dissolution until 30 days after the public benefit corporation or religious corporation has notified the Attorney General in accordance with subsection (2) of this section or until the Attorney General in writing has consented to the transfer or conveyance or indicated that the Attorney General will not take action with respect to the transfer or conveyance, whichever is earlier
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(2) A public benefit corporation or religious corporation shall give the Attorney General written notice that the public benefit corporation or religious corporation intends to dissolve at or before the time the public benefit corporation or religious corporation delivers article…
ORS 65.631 Articles of dissolution. (1) At any time after dissolution is authorized, a corporation may dissolve by delivering to the Secretary of State for filing, articles of dissolution setting forth
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(a) The name of the corporation; (b) The date dissolution was authorized; (c) A statement that dissolution was approved by a sufficient vote of the board of directors; (d) If approval of members was not required, a statement to that effect and a statement that dissolution was app…
ORS 65.634 Revocation of dissolution. (1) A corporation may revoke the corporation’s dissolution within 120 days after the effective date of the dissolution
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(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization of dissolution permits revocation by action of the board of directors alone. If the authorization of dissolution permits revocation by action of the boa…
ORS 65.637 Effect of dissolution. (1) A dissolved corporation continues the corporation’s corporate existence but may not carry on any activities except activities that are appropriate to wind up and liquidate the corporation’s affairs, including
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(a) Preserving and protecting the corporation’s assets and minimizing the corporation’s liabilities; (b) Discharging or providing for discharging the corporation’s liabilities and obligations; (c) Disposing of the corporation’s properties that will not be distributed in kind; (d)…
ORS 65.641 Known claims against dissolved corporation. (1) A corporation electing to dispose of known claims pursuant to this section shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must
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(a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sent; (c) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the clai…
ORS 65.644 Unknown claims against dissolved corporation. (1) A dissolved corporation may publish notice of the corporation’s dissolution and request that persons with claims against the corporation present the claims in accordance with the notice
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(2) The dissolved corporation must publish the notice: (a) At least one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office is located, or if the principal office is not in this state, where the dissolved corporation’s regis…
ORS 65.647 Grounds for administrative dissolution. The Secretary of State may commence a proceeding under ORS 65.651 to administratively dissolve a corporation if
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(1) The corporation does not pay when due any fees imposed by this chapter; (2) The corporation does not deliver its annual report to the Secretary of State when due; (3) The corporation is without a registered agent or registered office in this state; (4) The corporation does no…
ORS 65.651 Procedure for and effect of administrative dissolution. (1) If the Secretary of State determines that one or more grounds exist under ORS 65.647 for dissolving a corporation, the Secretary of State shall give the corporation written notice of that determination
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(2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolutio…
ORS 65.654 Reinstatement following administrative dissolution. (1) A corporation that the Secretary of State administratively dissolved under ORS 65.651 may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must
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(a) State the name of the corporation and the effective date of the corporation’s administrative dissolution; and (b) State that the ground or grounds for dissolution either did not exist or have been eliminated. (2) If the Secretary of State determines that the application conta…
ORS 65.657 Appeal from denial of reinstatement. (1) If the Secretary of State denies a corporation’s application for reinstatement following administrative dissolution, the Secretary of State shall give written notice to the corporation that explains the reason or reasons for denial
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(2) Such denial of reinstatement shall be reviewable pursuant to ORS 183.484 and shall not constitute a contested case order. [1989 c.1010 §141] (Judicial Dissolution)