Oregon Statutes 65.369 – Liability of qualified directors
(1) The civil liability of a qualified director for the performance or nonperformance of the director’s duties shall be limited to gross negligence or intentional misconduct.
Terms Used In Oregon Statutes 65.369
- Charity: An agency, institution, or organization in existence and operating for the benefit of an indefinite number of persons and conducted for educational, religious, scientific, medical, or other beneficent purposes.
- 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
- Director: means an individual who acts as a member of the board of directors, who has a right to vote on questions concerning the management and regulation of a corporation's affairs and who is:
(a) An appointed director;
(b) A designated director; or
(c) A director elected by the incorporators, directors or members. 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
- Governmental subdivision: means a unit of government, including an authority, county, district and municipality. See Oregon Statutes 65.001
- 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
- Nonprofit corporation: means a mutual benefit corporation, a public benefit corporation or a religious corporation. See Oregon Statutes 65.001
- Person: means an individual or an entity. See Oregon Statutes 65.001
(2) This section does not affect the civil liability of the entity which a qualified director serves.
(3) For the purposes of this section, ‘qualified director’ means a person who serves without compensation for personal services as:
(a) A member of a board or commission of the state or a governmental subdivision for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of the board or commission but, notwithstanding ORS § 30.265 (5), the entity is not thereby rendered immune from liability;
(b) An officer, director or member of an executive board for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of a nonprofit corporation, unincorporated association or nonprofit cooperative corporation that has as its primary purpose:
(A) Religion;
(B) Charity;
(C) Benevolence;
(D) Providing goods or services at no charge to the general public;
(E) Education;
(F) Scientific activity;
(G) Medical or hospital services at reduced costs; or
(H) Engaging in activities of the nature specified in section 501 of the Internal Revenue Code of 1986, as amended;
(c) A director for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of an organization which acts as an advocate for its members and which has as its members individuals or organizations that are:
(A) Members of a particular trade or industry; or
(B) Members of the business community of a particular municipality or area of the state; or
(d) An officer, director or member of an executive board for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of a nonprofit corporation, unincorporated association or nonprofit cooperative corporation composed of owners or lessees of units or interests in any condominium submitted to the provisions of ORS § 100.005 to 100.627, any planned community as defined in ORS § 94.550, any timeshare property as defined in ORS § 94.803, any residential cooperative community or any other residential or commercial common interest real estate community.
(4) An otherwise qualified director shall not be considered to be compensated for personal services if the director receives payment only for actual expenses incurred in attending meetings or performing a director’s duties or receives a stipend which is paid only to compensate the director for average expenses incurred over the course of a year. [1989 c.1010 92,92a; 1991 c.64 § 4; 1991 c.81 § 1; 1991 c.231 § 5; 1999 c.677 § 64; 2011 c.270 § 2]
(Officers)