Oregon Statutes 65.771 – Corporate records
(1) A corporation shall keep as permanent records minutes of all meetings of the corporation‘s members and board of directors, a record of all corporate action taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the corporation.
Terms Used In Oregon Statutes 65.771
- 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
- 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
- Contact information: means a street address, a mailing address or an electronic address at which a member or director elects to receive notices and other messages from the corporation. 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
- 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
- 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
- Written: means embodied as a document. See Oregon Statutes 65.001
(2) A corporation shall maintain appropriate accounting records.
(3) A corporation or the corporation’s agent shall maintain a record of the corporation’s members in a form that permits preparation of a list of the names and contact information of all members by class showing the number of votes each member may cast.
(4) A corporation shall maintain the corporation’s records in written form or as documents in another form capable of conversion into written form within a reasonable time.
(5) A corporation shall keep a copy of the following records for inspection:
(a) The articles of incorporation that are currently in effect;
(b) Bylaws or restated bylaws and all amendments to the bylaws that are currently in effect;
(c) Resolutions adopted by the board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members of any class or category of members;
(d) The minutes of all meetings of members and records of all actions approved by the members for the past three years;
(e) Written communications required by this chapter and those regarding general membership matters made to members within the past three years;
(f) A list of the names and other contact information for the corporation’s current directors and officers;
(g) The last three annual financial statements, if any. The statements may be consolidated or combined statements of the corporation and one or more of the corporation’s subsidiaries or affiliates, as appropriate, including a balance sheet and statement of operations, if any, for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis;
(h) The last three accountant’s reports if annual financial statements are reported upon by a public accountant; and
(i) The most recent annual report delivered to the Secretary of State under ORS § 65.787.
(6) A director of the corporation has a right to inspect any records a corporation keeps under this section. [1989 c.1010 § 164; 2019 c.174 § 107]