Oregon Statutes 65.774 – Inspection of records by members
(1) Subject to subsection (5) of this section and ORS § 65.777 (3), a member may inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in ORS § 65.771 (5) if the member gives the corporation written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy.
Terms Used In Oregon Statutes 65.774
- 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
- 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
- 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
- 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
- Written: means embodied as a document. See Oregon Statutes 65.001
(2) Subject to subsection (5) of this section, a member may inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) of this section and gives the corporation written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy:
(a) Excerpts from any records required to be maintained under ORS § 65.771 (1), to the extent not subject to inspection under subsection (1) of this section;
(b) Accounting records of the corporation; and
(c) Subject to ORS § 65.782, the membership list.
(3) A member may inspect and copy the records identified in subsection (2) of this section only if:
(a) The member’s demand is made in good faith and for a proper purpose;
(b) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(c) The records are directly connected with this purpose.
(4) This section does not affect:
(a) The right of a member to inspect records under ORS § 65.224 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(b) The power of the court, independently of this chapter, to compel the production of corporate records for examination.
(5)(a) The articles of incorporation or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.
(b) 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 thereof, may limit or abolish:
(A) The right of a member to obtain from the public benefit corporation information as to the identity of contributors to the public benefit corporation; and
(B) The right of a member or the member’s agent or attorney to inspect or copy the membership list if the public benefit corporation provides a reasonable means to mail communications to other members through the public benefit corporation at the expense of the member making the request. [1989 c.1010 § 165; 2019 c.174 § 108]