If a public benefit corporation has not conducted a meeting of the members and if members have not actively participated in the public benefit corporation‘s affairs for three years or more, the public benefit corporation‘s board of directors may act in accordance with ORS § 65.434 to amend the articles of incorporation to state that the public benefit corporation does not have members if:

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Terms Used In Oregon Statutes 65.439

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
  • 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
  • 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
  • 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
  • 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

(1) The board first notifies any known members and posts a notice on the public benefit corporation’s website or otherwise gives comparable notice to the public of the proposed amendment to the articles of incorporation; and

(2) The board does not receive an objection from any member within 30 days after the date of the notice. [2019 c.174 § 6]