Oregon Statutes 60.766 – Proceedings against benefit company; when allowed; who may commence
(1) Except as provided in subsection (2) of this section, a person may not commence a proceeding against a benefit company, or against the governors, members, officers or managers of a benefit company, to assert a claim that the benefit company, governors, members, officers or managers:
Terms Used In Oregon Statutes 60.766
- Articles of incorporation: means the articles described in ORS § 60. See Oregon Statutes 60.001
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Person: means an individual or entity. See Oregon Statutes 60.001
- Proceeding: means a civil, criminal, administrative or investigatory action. See Oregon Statutes 60.001
- Shareholder: means a person in whose name a share is registered in the records of a corporation or the beneficial owner of a share to the extent of the rights granted by a nominee certificate on file with a corporation. See Oregon Statutes 60.001
(a) Failed to pursue, create or provide a general public benefit or a specific public benefit identified in the benefit company’s articles of incorporation or articles of organization; or
(b) Violated a duty or a standard of conduct prescribed under ORS § 60.750 to 60.770.
(2) A person may commence a direct or derivative proceeding, as appropriate, to compel a benefit company to provide a general public benefit or a specific public benefit or to require a governor, member, officer or manager to act in accordance with a duty or a standard of conduct set forth in the benefit company’s articles of incorporation or articles of organization, or prescribed under ORS § 60.750 to 60.770, only if the person is:
(a) The benefit company;
(b) A governor;
(c) A shareholder or member; or
(d) Another person identified in the benefit company’s bylaws, articles of incorporation or articles of organization as having a right to commence a proceeding under this section.
(3) A benefit company is not liable for money damages as a consequence of failing to provide a general public benefit or a specific public benefit. [2013 c.269 § 9]
See note under 60.750.