Title 7, Corporations and Partnerships

(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 m…

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 duti…

(1) An officer shall discharge the officer’s duties: (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…

(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 accept…

(1) The appointment of an officer does not itself create contract rights. (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)

As used in ORS 65.387 to 65.414: (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 …

(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: (a) The conduct of the individual was in good fa…

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 e…

(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: (a) The director furnishes the corporation a written affirmation of the director’s good faith belief that…

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…

(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 OR…

Unless a corporation’s articles of incorporation provide otherwise: (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 direc…

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 corpo…

(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…

(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. (2) A corporation design…

(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: (a) To extend the duration of the corporation if the corporation w…

(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…

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 …

(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 …

A corporation amending the corporation’s articles of incorporation shall deliver for filing to the Secretary of State articles of amendment setting forth: (1) The name of the corporation. (2) The text of each amendment adopted. (3) The date of each amendment’s adoption. (4) If ap…

(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. (2) The restatement may include one or more amendments to the arti…

(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: (a) To carry out a plan of reorganization ordered or decreed…

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 tr…

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…

Except as provided in ORS 65.241 and 65.244: (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 und…

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 n…

(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. (2) The plan of merger must set forth: (a) The name of each business or nonp…

(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 l…

(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 …

(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…

When a merger takes effect: (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 corporat…

(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: (a) The merger is permitted by the law of the state or country under whose law each foreign business or nonprofit corporatio…

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 …

(1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (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…

(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 considerat…

Except as authorized by ORS 65.554, a corporation shall not make any distributions. [1989 c.1010 §128]

Unless prohibited by the corporation’s articles of incorporation or bylaws: (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 corpor…

(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 …

(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: (a) By the board of di…

(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 …

(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: (a) The name of the corporation; (b) The date dissolution was authorized; (c) A statement that dissolution was ap…

(1) A corporation may revoke the corporation’s dissolution within 120 days after the effective date of the dissolution. (2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization of dissolution permits revocatio…

(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: (a) Preserving and protecting the corporation’s assets and minimiz…

(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: (a) Describe information that must be included in a claim; (b) Provide a ma…

(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. (2) The dissolved corporation must publish the notice: (a) At least one time in a newspap…

The Secretary of State may commence a proceeding under ORS 65.651 to administratively dissolve a corporation if: (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; …

(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. (2) If the corporation does not correct each ground for dissolution or de…

(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: (a) State the name of the corporation and the effective date of th…

(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. (2) Such denial of reinstatement shall be r…

(1) A circuit court may dissolve a corporation: (a) In a proceeding by the Attorney General if the court finds that: (A) The corporation filed articles of incorporation with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud; (B) The corp…