The scenario describes a situation where a nonprofit organization in Oregon, “Cascadia Conservation Alliance,” has received a significant donation from a private foundation. The question pertains to the legal requirements for reporting such a donation under Oregon law, specifically focusing on the threshold for mandatory disclosure. Oregon Revised Statutes (ORS) Chapter 65 governs charitable organizations and their reporting obligations. ORS 65.788 provides specific guidelines for reporting contributions. For contributions received from a single source during a fiscal year that exceed a certain amount, the organization must disclose the donor’s name and the amount of the contribution. This threshold is periodically adjusted. For the purpose of this question, we assume the current statutory threshold for mandatory disclosure of a single contribution from a private foundation is $5,000. Since Cascadia Conservation Alliance received $15,000 from the “Evergreen Foundation,” which is greater than the $5,000 threshold, this contribution must be reported to the Oregon Department of Justice. The reporting requirement is to disclose the identity of the donor and the amount of the contribution. Therefore, the organization must report the Evergreen Foundation and the $15,000 donation.

In Oregon, a nonprofit corporation seeking to dissolve voluntarily must follow a specific statutory process outlined in the Oregon Revised Statutes (ORS). The core of this process involves adopting a resolution of dissolution by the board of directors, followed by a vote of the members, if applicable. Following the adoption of the dissolution resolution, the corporation must file a Statement of Dissolution with the Oregon Secretary of State. This statement must include specific information, such as the date the dissolution was authorized, a statement that the corporation has ceased transacting business, and an affirmation that the corporation has wound up its affairs. The winding up process itself entails ceasing operations, collecting assets, paying or making provision for liabilities, and distributing remaining assets in accordance with the corporation’s articles of incorporation or bylaws, and applicable law, typically to another exempt organization. The filing of the Statement of Dissolution is a critical step that formally notifies the state of the corporation’s intent to cease to exist as a legal entity. Failure to follow these steps can lead to continued liability or improper dissolution. The Oregon Nonprofit Corporation Act, specifically ORS Chapter 65, governs these procedures.

The Oregon Nonprofit Corporation Act, specifically ORS 65.014, outlines the requirements for a nonprofit corporation to be considered a public benefit corporation. This designation is crucial for tax-exempt status and public trust. A nonprofit corporation in Oregon is presumed to be a public benefit corporation unless its articles of incorporation state otherwise or it is designated as a mutual benefit or religious corporation. The core of the question lies in understanding the statutory presumption and the conditions under which it can be rebutted or affirmed. The Act mandates that the articles of incorporation must clearly state the corporation’s purpose, and for a public benefit corporation, this purpose must be for charitable, educational, religious, scientific, literary, or other similar purposes that benefit the public. If a corporation’s articles of incorporation do not explicitly state it is a mutual benefit or religious corporation, and its stated purpose aligns with public benefit objectives, it is automatically classified as a public benefit corporation under Oregon law. This classification is not dependent on obtaining specific IRS determination letters for its initial Oregon corporate status, although such letters are necessary for federal tax exemption. The Act prioritizes the stated purpose within the articles of incorporation for the initial classification.

In Oregon, a nonprofit corporation seeking to amend its articles of incorporation must follow specific procedures outlined in the Oregon Nonprofit Corporation Act, primarily found in Chapter 317 of the Oregon Revised Statutes (ORS). ORS 317.230 details the process for amending articles. Generally, an amendment requires a resolution approved by the board of directors, followed by approval by the members, if the articles or bylaws reserve the right to amend to the members or if the amendment would materially and adversely affect the rights of any class of members. The Act specifies that a proposed amendment must be submitted to the members at a meeting, or by written consent, with notice of the proposed amendment provided to the members. The required vote for approval is typically a majority of the votes cast by members entitled to vote, unless the articles or bylaws require a greater percentage. Following member approval, the corporation must file amended articles of incorporation with the Oregon Secretary of State. The question hinges on the correct procedure for a nonprofit in Oregon to change its name, which is a fundamental aspect of its articles of incorporation. The process involves board and, potentially, member approval, and then filing amended articles. Therefore, the correct sequence involves the board’s proposal, member ratification if necessary, and then the official filing.

The Oregon Nonprofit Corporation Act, specifically ORS 65.001 to 65.784, governs the formation, operation, and dissolution of nonprofit corporations in Oregon. When a nonprofit corporation in Oregon wishes to amend its articles of incorporation, it must follow a specific procedure outlined in the Act. ORS 65.354 details the requirements for amending articles of incorporation. This statute mandates that an amendment must be adopted by the board of directors and then approved by the members, if the articles or bylaws require member approval for such an amendment. For a public benefit or mutual benefit corporation, if the articles of incorporation do not specify a different voting requirement, a majority of the votes cast by members entitled to vote on the amendment is generally sufficient for approval. The filing of the amendment with the Oregon Secretary of State is the final step to make the amendment legally effective. The question focuses on the internal governance and external filing requirements for a significant change to the nonprofit’s foundational document, testing the understanding of the procedural steps and the legal authority involved in amending articles of incorporation under Oregon law.

In Oregon, a nonprofit corporation’s ability to engage in political activity is governed by specific statutes and IRS regulations. While nonprofits are generally permitted to engage in some forms of advocacy, direct participation in political campaigns or supporting specific candidates is restricted. Oregon Revised Statutes (ORS) Chapter 65, which deals with nonprofit corporations, along with IRS Section 501(c)(3) regulations, outline these limitations. Specifically, ORS 65.077 addresses the purposes for which a nonprofit corporation may be formed, emphasizing charitable, religious, educational, or other lawful purposes that do not involve private inurement or political campaigning. For a 501(c)(3) organization, any substantial lobbying or any participation in political campaign activity on behalf of or in opposition to any candidate for public office will jeopardize its tax-exempt status. The key distinction lies between lobbying, which is permissible within limits, and political campaign intervention, which is prohibited. A nonprofit organization can educate the public on issues, advocate for policy changes through lobbying, and engage in voter registration drives, provided these activities do not become partisan political activities. The scenario describes an organization that has actively endorsed a specific candidate for a state legislative seat, which constitutes direct political campaign intervention. This action, if undertaken by an organization seeking or maintaining 501(c)(3) status, is a violation of the prohibition against political campaign intervention. Therefore, the organization risks losing its tax-exempt status. The question tests the understanding of the strict prohibition on political campaign intervention for 501(c)(3) organizations under both federal IRS guidelines and the general principles of nonprofit governance in Oregon.

The scenario describes a situation where a nonprofit corporation in Oregon, established for charitable purposes, receives a significant donation of real property. The question revolves around the legal framework governing the disposition of such assets by an Oregon nonprofit. Oregon law, specifically through the Oregon Nonprofit Corporation Act (ORS Chapter 65), outlines the procedures for significant corporate actions. When a nonprofit intends to sell, lease, exchange, or otherwise dispose of all or substantially all of its assets, it must adhere to specific corporate governance requirements. This typically involves a resolution by the board of directors approving the transaction, often followed by a vote of the members if the articles of incorporation or bylaws require it. Furthermore, for transactions involving real property, compliance with state and local real estate laws is also necessary. The core legal principle being tested is the corporate authority and procedural safeguards required for a major asset disposition by a nonprofit entity in Oregon, ensuring transparency and protection of the organization’s mission and its stakeholders. The question probes the specific legal requirement that mandates a formal process for such a disposal, rather than allowing it to be a unilateral decision without broader corporate consent. The correct answer reflects the necessity of a board-approved resolution for the disposition of substantially all of the corporation’s assets, as this is a fundamental governance requirement for significant transactions under Oregon law.

The Oregon Nonprofit Corporation Act, specifically ORS 65.001 to 65.784, governs the formation, operation, and dissolution of nonprofit corporations in Oregon. A key aspect of this act pertains to the amendment of articles of incorporation. ORS 65.367 outlines the procedure for amending articles of incorporation. For a nonprofit corporation, amendments typically require a resolution approved by the board of directors and, depending on the articles of incorporation and bylaws, may also require approval by the members. The Act specifies that a corporation may amend its articles of incorporation at any time by following the prescribed procedures. These procedures generally involve a board resolution and, if the amendment would affect the rights of members or the composition of the board, member approval. The filing of the amended articles with the Oregon Secretary of State is the final step that makes the amendments legally effective. The scenario describes a nonprofit seeking to change its name and primary purpose. Both of these are fundamental aspects of the corporation’s identity and are typically specified in the articles of incorporation. Therefore, an amendment to the articles is the correct legal mechanism. The process necessitates board approval and potentially member approval, followed by filing with the Secretary of State.

The Oregon Nonprofit Corporation Act, specifically ORS 65.001 to 65.784, governs the formation, operation, and dissolution of nonprofit corporations in Oregon. A key aspect of this Act relates to the duties of directors. Directors of a nonprofit corporation owe a duty of care and a duty of loyalty to the corporation. The duty of care requires directors to act in good faith, with the ordinary care of a prudent person in a like position under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. The duty of loyalty requires directors to act in good faith and in the best interests of the corporation, avoiding conflicts of interest and self-dealing. When a director is considering a transaction that could potentially involve a conflict of interest, such as a contract between the corporation and an entity in which the director has a significant financial interest, the director must disclose their interest and abstain from voting on the matter. If the transaction is approved by the board after full disclosure and without the interested director’s participation in the vote, or if it is approved by a majority of the qualified voters of the corporation, it may be considered fair and valid. However, if a director breaches these duties, they can be held personally liable for damages caused to the corporation. In this scenario, Ms. Anya Sharma, a director of “Oregon Trails Preservation Society,” has a financial interest in a landscaping company that is bidding for a contract with the society. To uphold her fiduciary duties under Oregon law, Ms. Sharma must disclose her interest in the landscaping company to the board of directors. Furthermore, she must recuse herself from any board discussions and voting related to the landscaping contract bid. Failure to do so could be considered a breach of her duty of loyalty, potentially exposing her to liability for any financial harm the society might suffer due to the transaction. The question tests the understanding of these disclosure and recusal requirements when a director has a personal financial interest in a transaction with the nonprofit corporation.

The scenario involves a nonprofit organization in Oregon that has received a significant bequest from a deceased donor. The core legal question concerns the proper handling of this bequest, specifically whether it can be used for general operating expenses or if it must be restricted to a particular purpose. Oregon law, particularly through the Oregon Nonprofit Corporation Act (ORS Chapter 65), and federal tax law governing 501(c)(3) organizations, dictates how such funds are managed. A bequest, unless otherwise specified by the donor, is generally considered a contribution to the organization’s endowment or a designated fund. However, if the donor’s will or accompanying documentation does not explicitly restrict the use of the funds, the organization’s board of directors has the authority to allocate them. The key is the intent of the donor as expressed in the bequest instrument. If the donor’s intent was to provide general support, the funds can be used for operations. If the intent was for a specific program or capital expenditure, then the funds must be used accordingly. In the absence of explicit restrictions, the board’s fiduciary duty is to act in the best interest of the organization, which could include using the funds for essential operating costs if that serves the organization’s mission and long-term sustainability. The Oregon Nonprofit Corporation Act, specifically ORS 65.354, addresses donor restrictions and the ability of a nonprofit to use unrestricted contributions for its purposes. Federal IRS regulations for 501(c)(3) organizations also emphasize that contributions can be used for exempt purposes. Without explicit language in the bequest limiting its use, the funds are considered unrestricted, allowing the board discretion in their allocation to further the organization’s mission, including general operations. Therefore, the ability to use the bequest for general operating expenses hinges on the absence of donor-imposed restrictions.

The scenario describes a situation where a nonprofit organization in Oregon, “Cascadia Conservation Alliance,” which is a public benefit corporation, is considering amending its articles of incorporation to change its stated purpose. Under Oregon law, specifically ORS 65.354, a corporation may amend its articles of incorporation by a resolution adopted by its board of directors. However, for a public benefit corporation, ORS 65.361(2) specifies that if the amendment would materially alter the purposes or the governance structure of the corporation, it must be approved by a majority of the voting power of the members, if any, or by a majority of the directors if there are no members. The question implies that the articles of incorporation do not specify a different voting requirement for amendments. Changing the stated purpose is considered a material alteration. Therefore, the amendment requires approval by a majority of the directors. The calculation is straightforward: 10 directors * 50% = 5 directors. Since 6 directors voted in favor, this exceeds the required majority of 5. Thus, the amendment is validly adopted. The legal basis for this is the Oregon Nonprofit Corporation Act, which governs the procedures for amending corporate documents, with specific provisions for public benefit corporations to ensure their mission is protected. The concept of “material alteration” is key, and changing the core purpose clearly falls under this. The alternative of requiring a supermajority of members or a higher director vote would only apply if such a provision was explicitly stated in the articles of incorporation, which is not indicated here.

The scenario describes a situation where an Oregon nonprofit corporation, “Cascadia Conservation Alliance,” has received a significant donation from a private foundation. The donation is earmarked for a specific project: establishing a new wildlife sanctuary. Oregon law, specifically ORS 65.001 to 65.784, governs nonprofit corporations. When a donation is restricted for a particular purpose, the nonprofit corporation has a fiduciary duty to use those funds strictly in accordance with the donor’s intent. Failure to do so could constitute a breach of trust. The question asks about the legal implications of using these restricted funds for general operating expenses. Using restricted funds for purposes other than those specified by the donor is a violation of the terms of the gift and can lead to legal challenges, including potential claims of mismanagement or breach of fiduciary duty by the donor or other interested parties. The Oregon Attorney General also has oversight authority regarding charitable assets and can intervene if there is evidence of misuse. Therefore, the most accurate legal consequence is that the nonprofit corporation would be in breach of its fiduciary duty to the donor and potentially in violation of Oregon’s nonprofit corporation statutes concerning the use of restricted funds.

The Oregon Business Corporation Act, as adopted in Oregon Revised Statutes (ORS) Chapter 65, governs nonprofit corporations. Specifically, ORS 65.077 outlines the requirements for amending articles of incorporation. For a nonprofit corporation to amend its articles, the board of directors must adopt a resolution setting forth the amendment. Following board approval, the amendment must be submitted to the members for adoption. A majority of the votes cast by the members entitled to vote on the amendment is generally required for adoption, unless the articles of incorporation or bylaws specify a greater proportion. After adoption by the members, the corporation must file an amended articles of incorporation with the Oregon Secretary of State. This filing typically includes a statement that the amendment was adopted in accordance with the provisions of the Oregon Business Corporation Act. The question concerns a situation where the board of directors proposes an amendment to the articles of incorporation that would alter the corporation’s purpose. This type of amendment, particularly one affecting the fundamental purpose of the organization, typically requires member approval. The scenario specifies that the amendment was approved by the board but not submitted to the members for a vote. Therefore, the amendment is not effective.

The Oregon Nonprofit Corporation Act, specifically ORS 65.301, outlines the requirements for holding annual meetings. A nonprofit corporation must hold an annual meeting of its members, if it has members, for the purpose of electing directors and transacting any other business that may properly come before the meeting. The Act also provides flexibility regarding the timing and location of these meetings, allowing them to be held within or without Oregon, and at any time or place specified in the bylaws. Failure to hold an annual meeting can have implications for corporate governance and, in some cases, could lead to administrative dissolution by the Oregon Secretary of State if other filing requirements are also missed. The concept of “reasonable notice” is also crucial; while specific timelines are often detailed in bylaws, generally, members must be informed of the meeting’s date, time, and place sufficiently in advance to allow for their participation. The bylaws themselves are the primary governing document for the operational details of the corporation, including meeting procedures, unless they conflict with state law. Therefore, a review of the corporation’s specific bylaws is essential to determine the precise requirements for notice and the scope of business that can be conducted.

Oregon’s Nonprofit Corporation Act, specifically ORS 65.001 to 65.784, governs the formation, operation, and dissolution of nonprofit corporations within the state. A critical aspect of this act pertains to the governance and responsibilities of the board of directors. Directors are fiduciaries, owing duties of care and loyalty to the corporation. The duty of care requires directors to act with the care that a reasonably prudent person in a like position would exercise under similar circumstances. This includes being informed about the corporation’s affairs and participating in decision-making. The duty of loyalty mandates that directors act in the best interests of the corporation, avoiding self-dealing and conflicts of interest. When a director has a personal interest in a transaction, they must disclose the conflict and recuse themselves from voting on the matter, or ensure the transaction is fair to the corporation. The Act provides for indemnification of directors for actions taken in good faith and in furtherance of the corporation’s purposes, but this protection is not absolute and does not shield directors from liability for gross negligence or intentional misconduct. The statutory framework also outlines procedures for director elections, removal, and meetings, emphasizing transparency and accountability to the members and the public interest the nonprofit serves. Understanding these core duties and the statutory framework is essential for effective and lawful governance of Oregon nonprofit organizations.

The scenario describes a situation where a nonprofit organization in Oregon, “Cascadia Conservation Alliance,” which is registered as a public benefit corporation, receives a substantial donation from a private foundation. This donation is earmarked for a specific project: the restoration of a wetland area in the Willamette Valley. The question revolves around the governance and reporting obligations related to this restricted donation under Oregon law. Oregon’s Nonprofit Corporation Act, specifically ORS 65.001 to 65.788, and related administrative rules govern the operations of nonprofit corporations. Public benefit corporations are generally required to use their assets for their stated public purposes. When a donation is restricted by the donor for a particular purpose, the nonprofit organization has a fiduciary duty to ensure these funds are used solely for that designated purpose. Failure to do so can lead to a breach of trust and potential legal repercussions. The organization must maintain separate accounting for restricted funds and provide reporting to the donor as agreed, and often to the Oregon Attorney General’s office, particularly for significant contributions or if the use of funds deviates from the donor’s intent. The core principle is accountability and adherence to the donor’s stipulations and the organization’s own stated mission. The organization must act in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. The reporting requirements are not solely to the IRS but also to the state’s oversight bodies.

The Oregon Nonprofit Corporation Act, specifically ORS 65.001 to 65.781, governs the formation, operation, and dissolution of nonprofit corporations in Oregon. A critical aspect of this act relates to the responsibilities and liabilities of directors and officers. ORS 65.357 outlines the standards of conduct for directors. This statute establishes that a director shall perform their duties in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care that an ordinarily prudent person in a like position would exercise under similar circumstances. This is often referred to as the “duty of care.” Furthermore, ORS 65.361 addresses conflicts of interest, requiring directors to disclose any financial interest they have in a transaction or business arrangement with the corporation. If a director has a conflict, the transaction must be approved by a majority of disinterested directors or by a majority of the voting members, provided the material facts are disclosed. The question probes the specific statutory grounds for a director’s liability for unlawful distributions or loans. ORS 65.367 details director liability for unlawful distributions. While a director can be held liable for approving distributions that violate the Act, this liability is generally tied to the corporation’s financial condition at the time of the distribution and the director’s knowledge or negligence in approving it. However, the question specifically asks about liability for unlawful loans. ORS 65.364 addresses loans to directors. This statute prohibits a nonprofit corporation from making any loan, directly or indirectly, to any director or officer, unless the loan is made pursuant to a benefit plan that has been approved by the corporation’s members or disinterested directors. If a director votes for or assents to a loan made in violation of ORS 65.364, they are personally liable to the corporation for the amount of the loan outstanding at the time of the action, plus interest. This specific provision directly addresses liability for unlawful loans. Therefore, the liability for an unlawful loan to a director is established by ORS 65.364.

The Oregon Nonprofit Corporation Act, specifically ORS 65.001 to 65.784, governs the formation, operation, and dissolution of nonprofit corporations in Oregon. A key aspect of this act pertains to the reporting requirements for these organizations. ORS 65.771 mandates that each nonprofit corporation must file an annual report with the Corporation Division of the Oregon Secretary of State. This report serves to keep the state’s records current regarding the corporation’s status, registered agent, and principal office. Failure to file this annual report can lead to administrative dissolution of the corporation by the state, as outlined in ORS 65.784. This administrative dissolution means the state officially terminates the corporation’s legal existence due to non-compliance with filing obligations. The process is a consequence of neglecting statutory duties, not a voluntary action by the corporation or a direct result of its charitable activities or financial solvency. The annual report is a procedural requirement to maintain good standing.

The scenario describes a situation where a nonprofit corporation in Oregon, established for charitable purposes, is considering a significant alteration to its mission statement. Specifically, the organization wishes to shift its primary focus from environmental conservation within Oregon to advocating for international wildlife protection. Such a fundamental change in purpose implicates the doctrine of cy près. Under Oregon law, particularly as it relates to charitable trusts and nonprofit corporations, a court may permit a deviation from the original charitable purpose if the existing purpose has become unlawful, impracticable, or impossible to fulfill. However, the doctrine is typically applied when the original purpose is genuinely impossible or impractical, not merely less desirable or more challenging. A voluntary decision to change focus to a broader, albeit related, area of concern, without a showing of impossibility or extreme impracticability of the original mission, generally requires adherence to the procedures for amending articles of incorporation and potentially seeking court approval if the change is deemed to fundamentally alter the charitable nature as originally established and understood by donors. The key distinction here is the absence of a legal mandate or a demonstrable impossibility of fulfilling the original mission. Instead, it’s a strategic shift in emphasis. Therefore, the most appropriate legal avenue, absent a specific provision in the bylaws or articles allowing for such a unilateral mission shift, would involve a formal amendment process that might require court oversight to ensure the change aligns with the spirit of charitable giving and doesn’t constitute a diversion of assets from the originally intended purpose.

The Oregon Nonprofit Corporation Act, specifically ORS 65.001 to 65.781, governs the formation, operation, and dissolution of nonprofit corporations in Oregon. When a nonprofit corporation dissolves, its assets must be distributed in accordance with its articles of incorporation, bylaws, and applicable law. ORS 65.647 outlines the process for distribution of assets upon dissolution. It mandates that assets remaining after the satisfaction of liabilities and obligations shall be distributed to one or more domestic or foreign corporations or entities that are eligible to own property of the type being distributed and that are organized and operated exclusively for charitable, religious, eleemosynary, benevolent, educational, or similar purposes. This ensures that the assets of a dissolved nonprofit continue to serve a public benefit, preventing private inurement. A distribution to a for-profit entity or to individuals (members, directors, officers) would violate this principle and the requirements of the Act. Therefore, the distribution must be to an entity with a similar charitable purpose.

The Oregon Nonprofit Corporation Act, specifically ORS 65.001 to 65.784, governs the formation, operation, and dissolution of nonprofit corporations in Oregon. When a nonprofit corporation is dissolved, the Act outlines the procedures for winding up its affairs. ORS 65.564 details the process of distribution of assets upon dissolution. It mandates that after paying or making provision for all liabilities, the remaining assets shall be distributed to one or more persons described in the articles of incorporation or bylaws. If the articles and bylaws do not specify a recipient, the assets must be distributed to a domestic or foreign corporation or other organization that is exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or for a public purpose. In this scenario, the articles of incorporation of “Cascadia Conservation Alliance” clearly state that any remaining assets upon dissolution are to be distributed to “The Oregon Environmental Fund,” which is a recognized 501(c)(3) organization. Therefore, the distribution to this specified entity is the legally compliant method for winding up the corporation’s affairs in Oregon. This ensures that the assets continue to serve a charitable purpose, aligning with the principles of nonprofit governance. The explanation highlights the statutory requirement for asset distribution and its application to the specific provisions within the organization’s governing documents.

The scenario involves a nonprofit organization in Oregon that has received a significant bequest from a deceased donor. The core legal issue revolves around the proper management and disposition of this restricted endowment fund. Oregon law, specifically through the Oregon Nonprofit Corporation Act (ORS Chapter 65) and related administrative rules, governs how nonprofits handle donor restrictions. When a donor specifies that a gift is for a particular purpose or to be held as an endowment, the nonprofit has a fiduciary duty to honor that restriction. The Oregon Nonprofit Corporation Act, particularly provisions related to the powers and duties of directors and the handling of restricted funds, dictates the appropriate course of action. While ORS 65.041 outlines general powers, ORS 65.077 addresses the handling of contributions and donor restrictions. Furthermore, the Uniform Prudent Management of Institutional Funds Act (UPMIFA), adopted in Oregon (ORS 128.310 to 128.405), provides a framework for managing and investing endowment funds, including guidelines for spending from these funds. Specifically, UPMIFA allows for the modification or termination of a restriction on a gift if it becomes unlawful, impracticable, or impossible to fulfill, or if it is substantially impaired. This modification or termination requires a court order or, in some cases, consent from the donor or their representative. In this case, the bequest is for a specific, ongoing purpose. The nonprofit’s board must ensure that the funds are invested prudently to preserve and grow the principal, and that any distributions are made strictly in accordance with the donor’s stated purpose. The law requires that the organization maintain clear accounting records differentiating restricted funds from unrestricted funds. The directors must act in good faith and with the care of an ordinarily prudent person in like position under similar circumstances when managing these funds. The concept of “cy pres” is relevant here, which allows a court to redirect a charitable trust or endowment to a purpose as close as possible to the original intent if the original purpose becomes impossible to fulfill. However, in this scenario, the purpose remains achievable. Therefore, the most appropriate action is to establish a separate endowment fund, invest it according to UPMIFA guidelines, and use the income generated to support the specified program, adhering to all donor-imposed restrictions.

The scenario involves an Oregon nonprofit corporation, “Cascadia Conservation Alliance,” which has recently received a significant bequest. The question pertains to the proper handling of this bequest under Oregon law, specifically focusing on the distinction between restricted and unrestricted funds and the reporting requirements. Oregon Revised Statutes (ORS) Chapter 65 governs nonprofit corporations. While ORS 65.001 to 65.991 provides the general framework, specific provisions regarding financial management and reporting are crucial. When a nonprofit receives a bequest, it is vital to determine if the donor has imposed any restrictions on its use. If the bequest is unrestricted, the corporation has broad discretion in how it applies the funds to further its mission. If the bequest is restricted, the corporation must adhere to the donor’s stipulations. Failure to do so can lead to legal challenges and reputational damage. The ORS requires nonprofits to maintain accurate financial records and to disclose financial information to members and the public, particularly in their annual reports. The specific reporting requirements often depend on the organization’s size and the nature of its funding. For a significant bequest, the board of directors must formally acknowledge the gift and decide on its allocation, ensuring compliance with any donor-imposed restrictions. The Oregon Secretary of State’s office oversees nonprofit filings, and adherence to the Public Benefit Corporation provisions, if applicable, is also key. The scenario implies a need for careful governance and financial stewardship, which are fundamental to nonprofit operations in Oregon. The correct response centers on the legal obligation to respect donor intent for restricted funds and the internal governance procedures for managing all donations.

Oregon’s Nonprofit Corporation Act, specifically ORS 65.134, addresses the process of amending articles of incorporation. For a nonprofit corporation, amendments require a resolution adopted by the board of directors. Subsequently, this resolution must be submitted to the members for a vote. The Act mandates that the amendment is adopted if it receives an affirmative vote of a majority of the votes cast by members entitled to vote on the amendment, unless the articles of incorporation or bylaws specify a different voting threshold. In this scenario, the board of directors initiated the amendment, and the members approved it with a simple majority of votes cast, which aligns with the statutory requirement unless a higher threshold was stipulated in the corporation’s governing documents. Therefore, the amendment is validly adopted according to Oregon law.

The scenario describes a nonprofit organization in Oregon that received a significant bequest intended for its general operations. The organization’s board, after careful deliberation, decided to allocate a portion of this bequest to establish an endowment fund, with the remaining funds being used for immediate programmatic needs. The question probes the legal implications of this decision, specifically concerning the nature of the unrestricted funds and the process for establishing an endowment. Oregon law, particularly as it pertains to nonprofit corporations, grants significant discretion to the board in managing assets, provided such management aligns with the organization’s mission and any specific donor restrictions. In this case, the bequest was unrestricted, meaning the donor did not specify how the funds should be used. The board’s decision to create an endowment from a portion of these unrestricted funds is a valid exercise of its fiduciary duty. Establishing an endowment involves setting aside a corpus of funds, the principal of which is generally invested, with the income generated used for specific or general purposes. This process typically requires a formal board resolution that outlines the purpose of the endowment, the initial corpus amount, and the investment and spending policies. The remaining unrestricted funds can then be used for the organization’s general operations, as the board determined. The key legal principle here is the board’s authority to manage assets prudently and to designate unrestricted funds for specific long-term purposes like an endowment, as long as it is done through proper governance procedures. The creation of an endowment from unrestricted funds does not inherently require a separate filing with the Oregon Secretary of State unless specific statutory requirements are triggered by the nature of the endowment or its subsequent management. However, internal documentation of the board’s resolution and the establishment of the endowment fund are crucial for good governance and transparency.

The scenario describes a situation where an Oregon nonprofit corporation, “Cascadia Conservation Alliance,” is considering a merger with “Willamette River Keepers,” another Oregon nonprofit. The core legal issue here revolves around the requirements for such a merger under Oregon law, specifically concerning board approval and member notification. Oregon Revised Statutes (ORS) Chapter 65 governs nonprofit corporations. ORS 65.531 specifically addresses mergers and consolidations. It mandates that a plan of merger must be approved by the board of directors. Following board approval, the plan typically requires approval by the members, unless the articles of incorporation or bylaws state otherwise. Crucially, ORS 65.534 requires that notice of the proposed merger, including a summary of the plan and the date of the members’ meeting to vote on it, be provided to each member entitled to vote. The question asks about the minimum notice period required for this member vote. While the specific number of days can vary based on the nonprofit’s bylaws, Oregon law provides a default. ORS 65.344, which governs member meetings, states that unless the bylaws prescribe a different period, notice must be given at least ten days before the meeting. Therefore, a minimum of ten days’ notice is the statutory default for member notification regarding significant corporate actions like a merger.

In Oregon, a nonprofit corporation seeking to amend its articles of incorporation must follow specific procedures outlined in the Oregon Revised Statutes (ORS). The primary statute governing this process is ORS 65.367, which details the requirements for amending articles. Generally, an amendment requires a resolution by the board of directors, followed by approval from the voting members, if any. The articles themselves may also specify a different amendment procedure. Once approved, the amended articles must be filed with the Oregon Secretary of State. The question describes a scenario where the board of directors of an Oregon nonprofit, “Cascadia Conservation Alliance,” unanimously voted to amend its articles to change its name and expand its mission. This action by the board is a necessary first step. However, the critical element for effectiveness, especially concerning the articles of incorporation, is the subsequent filing of the amendment with the Secretary of State. Without this filing, the amendment, while internally approved, is not legally effective against third parties or in formal record-keeping. Therefore, the act of filing the amendment with the Secretary of State is the conclusive step that makes the changes legally operative. The scenario does not mention member approval, but for many nonprofits, this is a required step before filing, and the board’s unanimous vote is a prerequisite. However, the ultimate legal effectiveness of the amendment to the articles hinges on its formal registration with the state.

The scenario involves a nonprofit organization in Oregon that has received a substantial bequest from a donor. The bequest is unrestricted, meaning the organization can use it for any of its charitable purposes. The core legal question revolves around the organization’s duty to safeguard and manage such assets, particularly in light of potential future needs and the organization’s long-term sustainability. Oregon law, like that in many states, imposes fiduciary duties on nonprofit directors and officers. These duties include the duty of care and the duty of loyalty. The duty of care requires directors to act with the care that a reasonably prudent person in a like position would exercise under similar circumstances. This involves making informed decisions, overseeing the organization’s affairs, and ensuring assets are managed prudently. The duty of loyalty requires directors to act in the best interest of the organization, avoiding self-dealing and conflicts of interest. In this context, the organization must decide how to allocate the bequest. While the donor did not specify restrictions, the directors have a fiduciary obligation to manage the funds in a manner that best serves the organization’s mission and ensures its long-term viability. This could involve investing a portion for future growth, using some for immediate programmatic needs, or establishing a reserve fund. The key is that the decision-making process must be diligent, informed, and aligned with the organization’s charitable purpose. Oregon Revised Statutes (ORS) Chapter 65, which governs nonprofit corporations, outlines the powers and responsibilities of directors. Specifically, ORS 65.354 addresses the standard of conduct for directors, reinforcing the duties of care and loyalty. The organization’s bylaws may also provide guidance on asset management and reserve funds. The most prudent approach, fulfilling these fiduciary duties, involves a strategic allocation that balances immediate needs with future sustainability, informed by thorough deliberation and potentially expert advice.

The scenario involves a nonprofit organization in Oregon that has received a significant donation from a foreign national. The question probes the regulatory framework governing such transactions, specifically focusing on reporting requirements to state authorities. Under Oregon law, specifically ORS 65.805, which addresses the filing of annual reports by corporations, and ORS 65.810, which details the contents of these reports, nonprofits are generally required to disclose information about their operations and governance. However, specific reporting mandates for foreign-sourced donations, especially those from foreign nationals, are often tied to federal regulations and the organization’s tax-exempt status. While Oregon does not have a direct, explicit statute mandating the reporting of every single foreign donation to the Secretary of State in the same manner as annual reports, significant foreign contributions can trigger scrutiny under anti-money laundering laws and potentially impact the organization’s compliance with IRS regulations, such as Form 990 disclosures which require reporting of significant contributions. Furthermore, if the donation is substantial and raises concerns about its source or purpose, the Oregon Attorney General, through its oversight of charitable trusts and corporations, may request additional information to ensure compliance with public policy and the organization’s stated charitable purposes. The most appropriate action for the nonprofit, considering the need for transparency and potential regulatory implications, is to accurately report the donation in its annual filing and be prepared to provide further details if requested by the Oregon Attorney General, aligning with the general duty of disclosure and good governance expected of charitable entities in Oregon. The Oregon Secretary of State’s office primarily focuses on the corporate registration and annual filing requirements, ensuring the organization maintains its legal status. While they oversee corporate compliance, the direct oversight of charitable activities and potential misuse of funds often falls to the Attorney General’s office, especially when unusual or potentially problematic donations are involved. Therefore, reporting the donation in the annual filing and being prepared for potential inquiries from the Attorney General is the most comprehensive approach to address this situation within the Oregon legal framework for nonprofits.

The scenario describes a nonprofit organization in Oregon that received a substantial donation from a private foundation for a specific program. The question revolves around the proper handling of this restricted donation under Oregon law. Oregon Revised Statutes (ORS) Chapter 65 governs nonprofit corporations. Specifically, ORS 65.057 addresses the powers of a nonprofit corporation, including its ability to accept donations. More critically, ORS 65.311, regarding the distribution of assets upon dissolution, and the general principles of fiduciary duty for directors and officers, are relevant. When a donation is made for a specific purpose, it creates a trust-like obligation. The nonprofit must use these funds solely for the stated purpose. If the program for which the funds were donated is terminated or becomes impossible to fulfill, the organization cannot simply reallocate the funds to its general operating budget or another unrelated program without proper authorization. The donor, or their representative, may have a claim or right to reclaim the funds, or the funds may need to be transferred to another organization with a similar mission, as determined by a court or as stipulated in the donation agreement. Simply returning the funds to the donor without legal or donor consent is not the standard procedure for managing restricted funds when the original purpose cannot be met. The directors have a duty to act prudently and in accordance with the donor’s intent and the organization’s governing documents. The most appropriate action involves exploring options that respect the donor’s intent and legal obligations, which typically includes seeking guidance from the donor or legal counsel to determine the best course of action, such as amending the program, transferring the funds to a similar purpose, or potentially returning them if legally permissible and agreed upon. The core principle is the preservation of the donor’s intent for the restricted funds.