Nonprofit Corporation Articles Amendment Approval and Filing in Oregon

At a glance

Requirements one by one

Choose the corporation's approval route

Under § 65.431, a corporation can add, change, or delete a term permitted in its articles as of the amendment's effective date. A public benefit or religious corporation changing its designation to mutual benefit must give the Attorney General a copy of the proposal at least 20 days before consummation.

§ 65.437(1)(a) calls for board approval of an amendment by a public benefit or religious corporation if the change does not concern the number or composition of directors, their terms, or how they are chosen. If the board initiates an amendment or its approval is required, § 65.437(3) ordinarily calls for a board resolution sending the proposal to members. The statute does not impose that board approval condition on a mutual benefit corporation merely because it has voting members.

For member approval, § 65.437(1)(b) sets a mutual benefit corporation's threshold at the lesser of two-thirds of votes cast or a majority of voting power. A public benefit or religious corporation uses a majority of votes cast. The articles, bylaws, members, or board may require a higher vote under § 65.437(1)–(3). A person named in the articles may also have a written approval right under § 65.467.

Class votes and no-member amendments

§ 65.441(1)–(2) gives an affected class a separate vote under different triggers for public benefit and mutual benefit corporations. Religious corporations have a class vote only if their articles or bylaws provide one (§ 65.441(3)). Mutual benefit class approval ordinarily uses the lesser of two-thirds of class votes cast or a majority of class voting power; public benefit and religious class approval ordinarily requires a majority of members of the class entitled to vote (§ 65.441(5)). For public and mutual benefit corporations, a statutory affected-class vote can apply even if the documents otherwise deny that class a vote (§ 65.441(6)).

If there are no members entitled to vote on articles, § 65.434(2) permits incorporators to amend until directors are chosen, then the board. A board amendment requires notice describing the proposal and, ordinarily, approval by a majority of directors voting. § 65.434(1) separately permits board-only changes such as deleting initial incorporator, director, office, or agent details and adding the corporation's benefit-type statement, unless the articles say otherwise. Any articles-required third-person approval still applies (§ 65.467).

Notice, filing, and effect

For a member meeting, § 65.437(4) requires notice stating the amendment purpose and enclosing a copy or summary. § 65.214(3) makes notice at least seven days before an amendment meeting the specified fair-and-reasonable route. § 65.437(5) requires the same copy or summary in written-consent or ballot solicitation. Member action without a meeting may use unanimous written consent under § 65.211(1), or a written ballot meeting the quorum and approval conditions of § 65.222(1)–(3).

§ 65.447 requires articles of amendment to state the corporation's name, adopted amendment text, and adoption date, plus the applicable no-member approval statement, separate-class vote counts, or specified-person approval statement. Under § 65.004(2), the chair, president, another officer, or an authorized agent may sign. The document goes to the Secretary of State; § 65.007 points to the general fee statute, and § 56.140(4) sets the ordinary filing fee at $50.

§ 65.011 makes a filed document effective on the Secretary of State's filing date, at its stated time or 12:01 a.m. if none is stated. A delayed effective date may be at most 90 days after filing. Under § 65.451(2), a restatement containing a new amendment needing member or other approval must use the § 65.437 approval process, and § 65.451(6) specifies the restatement filing certificate.

What trips people up

Under § 65.434(2), having members who cannot vote on articles is treated like having no voting members for the board or incorporator route. Under § 65.441, public benefit and mutual benefit class-vote triggers differ, and the class vote can apply despite an ordinary voting restriction. § 65.467 protects a named person's approval right against amendment without that person's written approval.

Common questions

Can members vote by written ballot?

Yes, unless the articles or bylaws prohibit or limit ballots. § 65.222 requires a ballot to every voting member and both a meeting-equivalent quorum and approval count.

Can a public benefit corporation remove inactive members from its articles?

§ 65.439 permits a narrow board route after at least three years without a member meeting or active participation, if known members and the public receive notice and no member objects within 30 days.

Statutes and sources

Verbatim excerpts, current official chapter URLs, and access dates appear in the source entries above.