(1) Articles of incorporation formed in accordance with this chapter after October 3, 1989, must set forth:

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Terms Used In Oregon Statutes 65.047

  • 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.
  • Board of directors: means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals. 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
  • Class: means a group of memberships that have the same rights, including rights that are determined by a formula that is applied uniformly, with respect to voting, dissolution, redemption and transfer. 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
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • 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

  • Distribution: means a payment to a person from the income or assets of a corporation, other than a payment of reasonable value to a person for property received or services performed or a payment that furthers the corporation's purposes. See Oregon Statutes 65.001
  • Individual: means a natural person, including the guardian of an incompetent individual. 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
  • 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
  • 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
  • Sign: means to indicate a present intent to authenticate or adopt a document by:

    (a) Affixing a symbol to the document;

    (b) Inscribing or affixing a manual, facsimile or conformed signature on the document; or

    (c) Attaching to, or logically associating with, an electronic transmission any electronic sound, symbol or process, including an electronic signature. See Oregon Statutes 65.001

  • Uncompensated officer: means an individual who serves in an office without compensation other than payment solely for actual expenses the individual incurs in performing duties of the individual's office or payment for the average expenses the individual incurs over the course of a year. See Oregon Statutes 65.001

(a) A corporate name for the corporation that satisfies the requirements of ORS § 65.094;

(b) One of the following statements or words of similar import:

(A) This corporation is a public benefit corporation;

(B) This corporation is a mutual benefit corporation; or

(C) This corporation is a religious corporation;

(c) The address, including street and number, of the corporation’s initial registered office and the name of the corporation’s initial registered agent at that location;

(d) The name and address of each incorporator;

(e) An alternate corporate mailing address which must be that of the principal office to which notices, as required by this chapter, may be mailed until the principal office of the corporation has been designated by the corporation in the corporation’s annual report;

(f) Whether or not the corporation will have members; and

(g) Provisions regarding the distribution of assets on dissolution.

(2) The articles of incorporation may set forth:

(a) The names and addresses of the initial directors;

(b) Provisions regarding:

(A) The purpose or purposes for which the corporation is organized;

(B) Managing and regulating the affairs of the corporation;

(C) Defining, limiting and regulating the powers of the corporation, the corporation’s board of directors, and members or any class of members; and

(D) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members;

(c) A provision eliminating or limiting the personal liability of a director or uncompensated officer to the corporation or the corporation’s members for monetary damages for conduct as a director or officer, provided that the provision may not eliminate or limit the liability of a director or officer for any act or omission occurring before the date on which the provision becomes effective, and the provision may not eliminate or limit the liability of a director or officer for:

(A) Any breach of the director’s or officer’s duty of loyalty to the corporation or the corporation’s members;

(B) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

(C) Any unlawful distribution;

(D) Any transaction from which the director or officer derived an improper personal benefit; and

(E) Any act or omission in violation of ORS § 65.361 to 65.367; and

(d) Any provision that under this chapter is required or permitted to be set forth in the bylaws.

(3) The incorporator or incorporators shall sign the articles of incorporation and before including the name of any individual as a director shall state that the incorporator or incorporators have obtained the consent of each director named to serve.

(4) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter but may restrict the powers in order to meet federal tax code requirements or for other purposes. [1989 c.1010 § 21; 2019 c.174 § 18]