Oregon Statutes 65.144 – Rights and obligations of members
(1) Unless a corporation‘s articles of incorporation or bylaws provide otherwise, members of the corporation have the same rights and obligations. The articles of incorporation or bylaws may establish classes of membership with different rights or obligations. Rights that members have, unless the corporation’s articles of incorporation or bylaws provide otherwise, include rights to:
Terms Used In Oregon Statutes 65.144
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bylaws: means a set of provisions for managing and regulating a corporation's affairs that the corporation must adopt under ORS § 65. See Oregon Statutes 65.001
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a domestic corporation or a foreign corporation. See Oregon Statutes 65.001
- Entity: means a domestic corporation, foreign corporation, business corporation and foreign business corporation, profit and nonprofit unincorporated association, corporation sole, business trust, partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign government. See Oregon Statutes 65.001
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Member: means a person that is entitled, under a domestic corporation's or foreign corporation's articles of incorporation or bylaws, to exercise any of the rights described in ORS § 65. See Oregon Statutes 65.001
- Membership: means the rights and obligations a member has under this chapter. See Oregon Statutes 65.001
- Mutual benefit corporation: means a domestic corporation that is organized to serve and operates primarily to serve the mutual interests of a group of persons, but is not a public benefit corporation or religious corporation. See Oregon Statutes 65.001
- Vote: means an authorization by written ballot or written consent, where permitted, or by another method that a corporation specifies as an authorization. See Oregon Statutes 65.001
(a) Elect directors, as provided in ORS § 65.311;
(b) Remove directors, as provided in ORS § 65.324;
(c) Vote on any change to the number of directors, including a change to a fixed number of directors, a change to a variable range in the number of possible directors or a change from a fixed number of directors to a variable range in the number of possible directors, as provided in ORS § 65.307;
(d) Vote to sell, transfer, lease, exchange, option, convey or otherwise dispose of the corporation’s assets or to merge the corporation’s assets with the assets of another entity, as provided in ORS § 65.803;
(e) Vote to dissolve the corporation, as provided in ORS § 65.624; and
(f) Approve a conflict of interest transaction, as provided in ORS § 65.361, if the member is a voting member of a mutual benefit corporation.
(2) Notwithstanding a provision in a corporation’s articles of incorporation or bylaws, a member has a right to:
(a) Vote on an action or an amendment to the articles of incorporation if the action or amendment would reduce or eliminate the member’s right to vote; and
(b) Inspect and copy the corporation’s records, as provided in ORS § 65.774. [1989 c.1010 § 42; 2019 c.174 § 31]