Oregon Statutes 65.174 – Derivative suits
(1) A proceeding may be brought in the right of a domestic corporation or foreign corporation to procure a judgment in the corporation’s favor by:
Terms Used In Oregon Statutes 65.174
- 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
- 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
- Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
- 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
- Domestic corporation: means a nonprofit corporation that is not a foreign corporation and that is incorporated under or subject to the provisions of this chapter. See Oregon Statutes 65.001
- Foreign corporation: means a corporation that is organized under laws other than the laws of the state and that would be a nonprofit corporation if organized under the laws of the state. 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
- 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
- Notice: means a notice described in ORS § 65. See Oregon Statutes 65.001
- Proceeding: means a civil, criminal, administrative or investigatory action. 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
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
- Voting power: means the total number of votes entitled to be cast on an issue at the time the determination of voting power is made, excluding a vote that is contingent upon a condition or event occurring that has not occurred at the time. See Oregon Statutes 65.001
(a) Any member or members having two percent or more of the voting power or by 20 members, whichever is less;
(b) Any director; or
(c) The Attorney General, if the domestic corporation or foreign corporation is a public benefit corporation or a religious corporation.
(2) In a proceeding brought under this section, each member complainant must have been a member when the transaction complained of occurred.
(3) A complaint in a proceeding brought in the right of a corporation must allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.
(4) The complainants shall notify the Attorney General within 10 days after commencing any proceeding under this section if the proceeding involves a public benefit corporation or religious corporation or assets held in charitable trust by a mutual benefit corporation.
(5) A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s members or a class of members, the court shall direct that notice be given the members affected. [1989 c.1010 § 50; 2019 c.174 § 36]
(Delegates)