Oregon Statutes 65.224 – Members list for meeting; attorney fees
(1) A corporation shall prepare and maintain a list of the names, contact information and membership dates of all of the corporation‘s members. If there are classes of members, the list must also show the contact information for each member and number of votes each member may cast at a meeting of members.
Terms Used In Oregon Statutes 65.224
- Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
- 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
- City: includes any incorporated village or town. See Oregon Statutes 174.100
- Contact information: means a street address, a mailing address or an electronic address at which a member or director elects to receive notices and other messages from the corporation. 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
- Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
- Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
- 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
- Notice: means a notice described in ORS § 65. See Oregon Statutes 65.001
- Principal office: means the physical street address of the place, in or out of this state, where the principal executive offices of a domestic corporation or foreign corporation are located and that is designated as the principal office in the most recent annual report filed in accordance with ORS § 65. See Oregon Statutes 65.001
- Proceeding: means a civil, criminal, administrative or investigatory action. See Oregon Statutes 65.001
- Public benefit corporation: means a domestic corporation that:
(a) Is formed as a public benefit corporation under ORS § 65. See Oregon Statutes 65.001
- Religious corporation: means a domestic corporation that is formed as a religious corporation under ORS § 65. See Oregon Statutes 65.001
- Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
- Written: means embodied as a document. See Oregon Statutes 65.001
(2) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice of the meeting is given and continuing through the meeting, at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city or other location where the meeting will be held. A member, the member’s agent or the member’s attorney is entitled, on written demand setting forth a proper purpose, to inspect and, subject to the requirements of ORS § 65.774 and 65.782, to copy the list at a reasonable time and at the member’s expense, during the period the list is available for inspection.
(3) The corporation shall make the list of members available at the meeting, and any member, the member’s agent or the member’s attorney is entitled to inspect the list for any proper purpose at any time during the meeting or any adjournment.
(4) If the corporation refuses to allow a member, the member’s agent or the member’s attorney to inspect the list of members before or at the meeting or to copy the list as permitted by subsection (2) of this section, on application of the member, the circuit court of the county where the corporation’s principal office, or if the principal office is not in this state, where the corporation’s registered office is or was last located, may enter a temporary restraining order or preliminary injunction pursuant to ORCP 79 ordering the inspection or copying at the corporation’s expense and may postpone a meeting until the inspection or copying is complete. The court may award reasonable attorney fees to the prevailing party in an action under this subsection. The party initiating such a proceeding need not post an undertaking under ORCP 82 A.
(5) Refusal or failure to prepare or make available the membership list does not affect the validity of action taken at the meeting.
(6) The articles of incorporation or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.
(7) The articles of incorporation of a public benefit corporation organized primarily for political or social action, including but not limited to political or social advocacy, education, litigation or a combination of actions, may limit or abolish the right of a member or the member’s agent or attorney to inspect or copy the membership list if the corporation provides a reasonable means to mail communications to the other members through the corporation at the expense of the member making the request. [1989 c.1010 § 60; 1995 c.618 § 41; 2005 c.22 § 45; 2019 c.174 § 44]