Corporation Sole Statutes: Oregon

Corporation Sole Statutes

Oregon Corporation Sole Statute

Or. Rev. Stat. § 65.042. Religious corporations; constitutional protections.

If religious doctrine or practice governing the affairs of a religious corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine or practice shall control to the extent required by the Constitution of the United States or the Constitution of this state, or both.

Credits

Laws 1989, c. 1010, § 19.

Notes of Decisions (21)

  1. R. S. § 65.042, OR ST § 65.042

Current through End of the 2014 Reg. Sess. and ballot measures approved at the Nov. 4, 2014 General Election. Revisions to Acts made by the Oregon Reviser were unavailable at the time of publication.

Or. Rev. Stat. § 65.067. Corporation sole.

1) An individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation under this section to be a corporation sole. The corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator.

(2) The name of the corporation sole is the same as the office within the church or religious denomination that the incorporator holds, followed by the words “and successors, a corporation sole.”

(3) All of the provisions of ORS 65.044 to 65.067 apply to a corporation sole. If the corporation sole has no officers, the director may perform any act that an officer may perform with the same effect and in the same manner as though one or more officers of the corporation sole performed the act.

(4) If a corporation sole or the individual that constitutes the corporation sole is the only member of a religious corporation, the religious corporation is not required to hold an annual membership meeting under ORS 65.201 if the religious corporation is:

(a) Incorporated under the provisions of this chapter; and

(b) Of the same church or religious denomination as the corporation sole.

Credits

Laws 1989, c. 1010, § 27; Laws 2013, c. 139, § 1, eff. Jan. 1, 2014.

Notes of Decisions (12)

  1. R. S. § 65.067, OR ST § 65.067

Current through End of the 2014 Reg. Sess. and ballot measures approved at the Nov. 4, 2014 General Election. Revisions to Acts made by the Oregon Reviser were unavailable at the time of publication.

Or. Rev. Stat. § 65.044. Incorporators.

One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.

Credits

Laws 1989, c. 1010, § 20.

  1. R. S. § 65.044, OR ST § 65.044

Current through End of the 2014 Reg. Sess. and ballot measures approved at the Nov. 4, 2014 General Election. Revisions to Acts made by the Oregon Reviser were unavailable at the time of publication.

Or. Rev. Stat. § 65.047. Articles of incorporation.

(1) The articles of incorporation formed pursuant to this chapter subsequent to October 3, 1989, shall set forth:

(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 its initial registered agent at that location;

(d) The name and address of each incorporator;

(e) An alternate corporate mailing address which shall be that of the principal office, as defined in ORS 65.001, 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 its annual report;

(f) Whether or not the corporation will have members as that term is defined in this chapter; 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, its 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 its members for monetary damages for conduct as a director or officer, provided that no such provision shall eliminate or limit the liability of a director or officer for any act or omission occurring prior to the date when such provision becomes effective, and such provision shall 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 its members;

(B) Acts or omissions not in good faith or which 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 must sign the articles and before including the name of any individual as a director shall state that they 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 them in order to meet federal tax code requirements or other purposes.

Credits

Laws 1989, c. 1010, § 21.

  1. R. S. § 65.047, OR ST § 65.047

Current through End of the 2014 Reg. Sess. and ballot measures approved at the Nov. 4, 2014 General Election. Revisions to Acts made by the Oregon Reviser were unavailable at the time of publication.

Or. Rev. Stat. § 65.051. Incorporation.

(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are reviewed, accepted and filed by the Secretary of State.

(2) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation applicable at the time of incorporation except as provided in ORS 56.080 or in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

Or. Rev. Stat. § 65.054. Liability for pre‑incorporation transactions.

All persons purporting to act as or on behalf of a corporation organized or subject to the authority of this chapter, knowing there was no incorporation under this chapter at the relevant time, may be held to be jointly and severally liable for all liabilities created while so acting if, under the circumstances, it is equitable to do so.

Credits

Laws 1989, c. 1010, § 23.

  1. R. S. § 65.054, OR ST § 65.054

Current through End of the 2014 Reg. Sess. and ballot measures approved at the Nov. 4, 2014 General Election. Revisions to Acts made by the Oregon Reviser were unavailable at the time of publication.

Or. Rev. Stat. § 65.057. Organization of corporation.

(1) After incorporation:

(a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors, with notice as provided in ORS 65.344, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.

(b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators with equivalent notice to that specified in ORS 65.344:

(A) To complete the organization of the corporation and to elect directors, unless the organization is a corporation sole; or

(B) To elect a board of directors which shall complete the organization of the corporation.

(2) Action required or permitted by this chapter to be taken by incorporators or directors at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator or director, in accordance with the procedures of ORS 65.341.

(3) An organizational meeting may be held in or out of this state.

Or. Rev. Stat. § 65.061. Bylaws.

(1) The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at its organizational meeting, shall adopt initial bylaws for the corporation.

(2) The bylaws may contain any provision for managing and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

Credits

Laws 1989, c. 1010, § 25.

  1. R. S. § 65.061, OR ST § 65.061

Current through End of the 2014 Reg. Sess. and ballot measures approved at the Nov. 4, 2014 General Election. Revisions to Acts made by the Oregon Reviser were unavailable at the time of publication.

Or. Rev. Stat. § 65.064. Emergency bylaws and powers.

(1) Unless the articles provide otherwise, the board of directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency as defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:

(a) Procedures for calling a meeting of the board of directors;

(b) Quorum requirements for the meeting; and

(c) Designation of additional or substitute directors.

(2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(3) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation. A corporate director, officer, employee or agent shall not be liable for deviation from normal procedures if the conduct was authorized by emergency bylaws adopted as provided in this section.

(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some present or imminent catastrophic event.

Credits

Laws 1989, c. 1010, § 26.

  1. R. S. § 65.064, OR ST § 65.064

Current through End of the 2014 Reg. Sess. and ballot measures approved at the Nov. 4, 2014 General Election. Revisions to Acts made by the Oregon Reviser were unavailable at the time of publication.

 

Last updated: May 2015.