The scenario describes a situation where a nonprofit organization in Oregon, “Cascadia Conservation Alliance,” is facing a potential conflict of interest. The executive director, Ms. Anya Sharma, is also a board member of a for-profit company, “GreenTech Solutions,” which is seeking a significant contract with Cascadia Conservation Alliance. In Oregon, nonprofit corporations are governed by the Oregon Nonprofit Corporation Act, ORS Chapter 65. This Act, along with the organization’s own bylaws and principles of good governance, dictates how conflicts of interest must be handled. A conflict of interest arises when a director’s or officer’s personal, professional, or financial interests could compromise their duty of loyalty to the organization. To manage such a conflict, the Oregon Nonprofit Corporation Act generally requires disclosure and recusal. Specifically, ORS 65.361 outlines the process for a director to disclose their interest in a transaction. Once disclosed, the interested director must not participate in the discussion or vote on the transaction. The transaction can then be approved by a majority of the disinterested directors or, if the transaction is fair to the corporation, by a majority of the disinterested directors or by a majority of the voting members of the corporation. The key is transparency and ensuring that decisions are made in the best interest of the nonprofit, free from undue personal influence. Therefore, the most appropriate action for Ms. Sharma, given her dual role, is to fully disclose her interest in GreenTech Solutions to the board and abstain from any discussions or voting related to the contract. This upholds her fiduciary duties of loyalty and care to Cascadia Conservation Alliance.

In Oregon, a nonprofit corporation’s board of directors has a fiduciary duty to act in the best interests of the corporation. This duty encompasses 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 includes staying informed about the organization’s activities, attending meetings, and making decisions based on adequate information. The duty of loyalty requires directors to act in good faith and in the best interests of the corporation, avoiding conflicts of interest. When a director has a personal interest in a transaction, they must disclose that interest and recuse themselves from voting on the matter, or ensure the transaction is fair to the corporation and approved by disinterested directors. The Oregon Nonprofit Corporation Act, specifically ORS 65.354, addresses conflicts of interest. A transaction involving a conflict of interest is not voidable if the material facts as to the director’s relationship or interest and as to the transaction are disclosed or known to the board or a committee, and the board or committee in good faith authorizes the transaction by an affirmative vote of a majority of the disinterested directors. Alternatively, if the material facts are disclosed or known to the members, and the transaction is approved in good faith by the members entitled to vote on it. In the scenario presented, Director Anya’s personal financial gain from a contract with a supplier to the nonprofit, without full disclosure and proper board approval by disinterested directors, would likely breach her duty of loyalty. The subsequent approval by a board majority that included Anya, who had a direct financial interest, does not cure the conflict. The critical factor is the lack of disclosure and the participation of the interested director in the approval process, violating the core tenets of fiduciary responsibility in Oregon nonprofit law.

In Oregon, the ability of a nonprofit corporation to dissolve voluntarily and distribute its assets hinges on specific statutory provisions. Oregon Revised Statutes (ORS) Chapter 65 governs nonprofit corporations. For a voluntary dissolution, ORS 65.631 outlines the process. A dissolution is typically initiated by a resolution adopted by the board of directors, followed by a vote of the members or, if there are no members, by the directors. Following the adoption of the dissolution resolution, the corporation must cease conducting its activities except as necessary to wind up its affairs. The winding up process involves collecting assets, paying liabilities, and distributing remaining assets. Crucially, ORS 65.634 mandates that any remaining assets upon dissolution must be distributed to one or more domestic or foreign corporations or entities that are qualified under ORS 65.788 to receive assets for exempt purposes, or to the extent permitted by law, to any other person or persons that are not members or private beneficiaries. This means assets cannot be distributed to the directors, officers, or members of the nonprofit, as that would violate the nonprofit’s exempt status and the fundamental principle of nonprofit governance. Therefore, if a nonprofit has outstanding liabilities and assets remaining after satisfying those liabilities, the distribution must be to an organization that qualifies for exempt purposes, such as another 501(c)(3) organization, or to a government entity for public purposes. The question asks about the distribution of remaining assets after liabilities are paid, which directly invokes ORS 65.634. The correct distribution is to an entity qualified to receive assets for exempt purposes.

The scenario describes a situation where a nonprofit organization in Oregon, “Cascade Conservation Alliance,” has a conflict of interest involving its treasurer, Elias Thorne, who also owns a company that provides landscaping services. Elias’s company submitted a bid for a landscaping project for the Alliance, and the board is considering approving it. Oregon law, specifically ORS 65.781 (which governs conflicts of interest for directors and officers) and general nonprofit governance principles, requires that such transactions be disclosed and handled with utmost transparency and fairness to protect the organization’s assets and mission. For a transaction involving a conflicted party to be valid, it generally must be approved by a majority of the disinterested directors or members, or the transaction must be fair to the corporation at the time it is authorized. In this case, the board must ensure that Elias’s participation in the decision-making process is managed to avoid self-dealing and to ensure the Alliance receives fair value for its money. The most appropriate action to validate the transaction and mitigate the conflict of interest, assuming the bid is otherwise competitive and beneficial, is to have the board members who are not conflicted by Elias’s involvement review and approve the bid. This ensures an objective assessment. The process of disclosure, abstention from voting by the conflicted party, and approval by disinterested directors is a standard mechanism for addressing conflicts of interest in nonprofit governance, aligning with the duty of loyalty owed by officers and directors to the organization.

The scenario presented involves a nonprofit organization in Oregon, “Cascadia Conservation Alliance,” which is a public benefit corporation. The core issue is the process by which a director, who has a conflict of interest, can participate in a decision that affects them. Oregon law, specifically ORS 65.357, governs director conflicts of interest for nonprofit corporations. This statute requires that a director who has a conflict of interest in a particular transaction or matter must disclose the nature of the conflict and its material facts to the board. Following disclosure, the director may participate in discussions and vote on the matter if either the board, after full disclosure, approves the transaction or action by a majority of the disinterested directors, or if the transaction or action is fair to the corporation. The question asks about the *legal permissibility* of the director’s actions. The director disclosed their interest, and the board subsequently approved the transaction. This approval, by a majority of disinterested directors, effectively ratifies the action, making it permissible under Oregon law. Therefore, the director’s participation and the board’s subsequent approval of the contract, following the director’s disclosure of their personal interest, aligns with the requirements of ORS 65.357. The explanation emphasizes the statutory requirements for disclosing and managing conflicts of interest, and the mechanisms by which a conflicted director’s participation can be made legally valid.

In Oregon, the Oregon Business Corporation Act, as incorporated into ORS Chapter 65, governs the formation and operation of nonprofit corporations. A key aspect of governance involves the process of amending the articles of incorporation. For a nonprofit corporation, amendments to the articles of incorporation generally require approval by the board of directors and then by the members, if the corporation has members. The specific voting thresholds are typically outlined in the articles of incorporation or the bylaws. However, if the articles of incorporation are silent on the matter, Oregon law often defaults to a majority vote of the members entitled to vote. The Oregon Revised Statutes, specifically ORS 65.371, addresses amendments to articles of incorporation. This statute requires that amendments be adopted by the board of directors and then submitted to the members for approval. Unless the articles of incorporation or bylaws specify a different voting requirement, a majority of all members entitled to vote on the amendment is generally sufficient. For amendments that affect the rights of a particular class of members, that class typically must approve the amendment by a majority vote of the members of that class. The process ensures that significant changes to the foundational documents of the nonprofit receive broad support from those who have a stake in the organization’s governance.

In Oregon, a nonprofit corporation’s ability to dissolve voluntarily requires adherence to specific procedural steps outlined in the Oregon Nonprofit Corporation Act, particularly ORS 65.621. This statute mandates that a resolution to dissolve must be adopted by the board of directors and then submitted to the members for approval. For corporations with members, the Act typically requires a two-thirds majority vote of all members entitled to vote on the matter, unless the articles of incorporation or bylaws specify a different threshold, which cannot be lower than a simple majority. If the corporation has no members, or if the members have no voting rights, the dissolution resolution generally requires approval by a two-thirds vote of the directors present at a meeting where a quorum is established, assuming no higher voting requirement is set forth in the governing documents. The explanation for the correct answer involves understanding that the initial board approval is a prerequisite, followed by member approval if applicable, with specific voting thresholds to be met. The scenario presented does not indicate any specific bylaws or articles of incorporation that alter the statutory default voting requirements. Therefore, the most accurate representation of the necessary steps for voluntary dissolution in Oregon, considering the common structure of nonprofit corporations with members, involves both board and member approval, with the latter typically requiring a supermajority.

The scenario describes a situation where a nonprofit corporation in Oregon is considering a significant transaction: selling a substantial portion of its assets. Oregon law, specifically the Oregon Nonprofit Corporation Act (ORS Chapter 65), governs such actions. For a sale of all or substantially all of the assets of a nonprofit corporation, the Act requires specific procedures to be followed to ensure proper governance and protection of member and creditor interests. ORS 65.771 outlines the process for disposition of assets. This statute mandates that a plan for the disposition of all or substantially all of the assets must be approved by the corporation’s board of directors and then submitted to the members for their approval. The notice of the member meeting where the vote will occur must contain a description of the transaction. For a sale of substantially all assets, a supermajority vote of the members present and voting at a duly called meeting is typically required, though the specific percentage can be influenced by the corporation’s own bylaws. The board’s role is to propose the transaction and ensure it is conducted in the best interest of the corporation. The process emphasizes transparency and member involvement in major corporate decisions that could fundamentally alter the organization’s purpose or operational capacity. Without this member approval, the transaction would be invalid.

The scenario involves a nonprofit corporation in Oregon that wishes to amend its articles of incorporation to change its name and its stated purpose. Oregon Revised Statute (ORS) 65.367 governs amendments to articles of incorporation for nonprofit corporations. This statute outlines the procedure for such amendments, generally requiring a resolution approved by the board of directors and, if the amendment affects the rights of members, by the members. Specifically, ORS 65.367(2) states that if the corporation has members, the board must adopt a resolution setting forth the amendment and submit it to the members for a vote. If the corporation has no members, or if the amendment does not affect the rights of members, the board may adopt the amendment without member approval. In this case, the articles of incorporation state that the corporation has no members. Therefore, the board of directors alone has the authority to approve and file the amendment. The filing fee for amending articles of incorporation is a standard administrative requirement. The correct procedure is for the board to adopt a resolution approving the amendments and then for the corporation to file the amended articles with the Oregon Secretary of State, accompanied by the prescribed filing fee. No member vote is required because the corporation has no members.

In Oregon, a nonprofit corporation’s ability to engage in political activity is governed by a combination of federal IRS regulations and state law, primarily the Oregon Nonprofit Corporation Act. While federal law (specifically Internal Revenue Code Section 501(c)(3)) generally prohibits substantial lobbying and any participation or intervention in political campaigns for organizations seeking tax-exempt status, state law provides the framework for corporate governance. For an Oregon nonprofit, the decision to engage in lobbying or political advocacy must be carefully balanced against its tax-exempt status. If a nonprofit wishes to lobby, it must ensure that its lobbying activities do not rise to the level of “substantial” lobbying, which could jeopardize its 501(c)(3) status. Furthermore, the nonprofit must comply with Oregon’s specific lobbying registration and reporting requirements, as outlined in ORS Chapter 171. These state requirements mandate that individuals who lobby on behalf of an organization must register with the Oregon Government Ethics Commission and report their activities and expenditures. The board of directors has a fiduciary duty to ensure that any such activities are aligned with the organization’s stated mission and are conducted in a manner that preserves its tax-exempt status. The question focuses on the legal framework governing lobbying by an Oregon nonprofit, highlighting the dual compliance requirements of federal tax law and state lobbying regulations. The correct answer reflects the necessity of adherence to both federal prohibitions on substantial lobbying and state registration/reporting mandates.

The Oregon Nonprofit Corporation Act, specifically ORS 65.354, outlines the requirements for a nonprofit corporation to adopt or amend its articles of incorporation. For amendments to the articles, the Act mandates that such changes must be approved by the board of directors and then submitted to the members for a vote. The voting threshold for member approval of an amendment to the articles of incorporation is typically a majority of the votes cast by members entitled to vote, unless the articles of incorporation or bylaws specify a higher threshold. In this scenario, the proposed amendment to the articles of incorporation concerning the dissolution clause requires a formal process. The board of directors must first approve the amendment. Following board approval, the amendment must be presented to the membership. The question specifies that the articles of incorporation require a two-thirds majority of the voting members for any amendment. Therefore, to effectively amend the articles regarding dissolution, the amendment must receive at least a two-thirds vote of the members who cast votes on the matter. This ensures that significant changes to the foundational governing documents are supported by a substantial portion of the membership, reflecting a core principle of nonprofit governance regarding member consent for fundamental alterations. The scenario focuses on the procedural and voting requirements for amending articles of incorporation, a critical aspect of nonprofit governance under Oregon law.

The Oregon Nonprofit Corporation Act, specifically ORS 65.001 to 65.788, governs the formation, operation, and dissolution of nonprofit corporations in Oregon. A key aspect of governance relates to the duties of directors. Directors owe fiduciary duties to the corporation, which are generally understood to encompass the duty of care and the duty of loyalty. The duty of care requires directors to act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the directors reasonably believe to be in the best interests of the corporation. This standard is often assessed through the business judgment rule, which presumes that directors act on an informed basis, in good faith, and in the honest belief that the action taken is in the best interests of the company. The duty of loyalty requires directors to act in the best interests of the corporation and not to engage in self-dealing or conflicts of interest. When a director has a material financial interest in a contract or transaction with the corporation, that transaction must be reviewed and approved by disinterested directors or by a vote of the members, provided full disclosure of the director’s interest is made. Failure to adhere to these duties can lead to personal liability for damages caused to the corporation.

The Oregon Nonprofit Corporation Act, specifically ORS 65.147, outlines the requirements for a nonprofit corporation to maintain its corporate status. One critical aspect is the filing of an annual report with the Oregon Secretary of State. Failure to file this report, along with the associated fee, can lead to administrative dissolution. The Act mandates that the annual report must be filed within 15 days following the anniversary date of the corporation’s incorporation. For a corporation incorporated on April 10, 2020, the anniversary date is April 10th of each subsequent year. Therefore, the annual report for the year 2024 would be due on April 10, 2024. The filing period opens 30 days prior to the anniversary date, meaning the earliest the report could be filed is March 11, 2024 (30 days before April 10th). The latest it can be filed without incurring penalties or risking dissolution is April 10, 2024. If the report is not filed by this date, the corporation is considered delinquent. The question asks about the deadline for filing the annual report for the year 2024. The anniversary date is April 10th. The report is due within 15 days following the anniversary date. Therefore, the deadline is April 25, 2024. This deadline is crucial for maintaining active status and avoiding administrative dissolution in Oregon.

In Oregon, a nonprofit corporation’s ability to engage in lobbying activities is governed by specific statutes that delineate permissible actions and reporting requirements. ORS 65.784 outlines the general requirements for nonprofit corporations. When a nonprofit organization intends to influence legislation, it must adhere to the Oregon lobbying disclosure laws, primarily found in ORS Chapter 171, specifically ORS 171.702 to 171.785. These statutes mandate registration with the Oregon Government Ethics Commission for individuals or entities who spend a certain amount of time or money attempting to influence legislative action. The key threshold for registration is generally based on the amount of compensation or expenses incurred for lobbying activities. For instance, ORS 171.702(10) defines a “lobbyist” and establishes criteria for when an individual must register. This includes receiving compensation or incurring expenses for lobbying activities exceeding a specified de minimis amount, or spending a certain percentage of their time on lobbying. The question centers on the proactive steps a nonprofit must take *before* engaging in significant lobbying to ensure compliance. This involves understanding the registration triggers and filing the necessary documentation. Failure to register when required can result in penalties. Therefore, the most prudent and legally compliant action for a nonprofit planning substantial legislative influence is to proactively register as a lobbyist or ensure its designated representatives do so, thereby fulfilling the statutory obligation to disclose such activities. This aligns with the principle of transparency in government relations.

In Oregon, a nonprofit corporation’s board of directors has a fiduciary duty to the organization, which encompasses 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 includes being informed, making decisions in good faith, and acting in the best interests of the corporation. The duty of loyalty mandates that directors must act in the best interests of the corporation and avoid self-dealing or conflicts of interest. When a director has a personal interest in a transaction with the corporation, they must disclose this interest and recuse themselves from the decision-making process related to that transaction, or ensure the transaction is fair to the corporation. If a director breaches these duties, they can be held personally liable for any damages incurred by the nonprofit. Oregon law, specifically ORS Chapter 65, outlines the powers and responsibilities of nonprofit corporations and their directors. For instance, ORS 65.354 addresses director liability and the standards for acting in good faith and in the best interest of the corporation. The scenario presented involves a director who is also a supplier for the nonprofit. This creates a potential conflict of interest, triggering the duty of loyalty. The director’s failure to disclose their interest and recuse themselves from the vote approving the contract, especially when the terms might not be the most advantageous for the nonprofit, constitutes a breach of their fiduciary duties. The subsequent financial loss to the nonprofit due to this potentially unfavorable contract can be attributed to this breach, making the director liable for the damages.

In Oregon, a nonprofit corporation’s board of directors has a fiduciary duty to act in the best interests of the corporation. This duty encompasses both 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 includes being informed about the organization’s activities and making decisions based on adequate information. The duty of loyalty requires directors to act in good faith and in the best interests of the corporation, rather than in their own personal interests or the interests of another entity. When a director has a personal interest in a transaction with the nonprofit, the duty of loyalty is implicated. Oregon law, specifically ORS 65.361, addresses conflicts of interest. A transaction involving a director with a conflicting interest is not automatically voidable if the transaction is fair to the corporation at the time it is entered into, or if the material facts of the director’s interest and any common directorship or financial interest are disclosed or known to the board or a committee of the board, and the board or committee in good faith authorizes the transaction. The key is transparency and ensuring the transaction benefits the nonprofit. In this scenario, the board’s approval, after full disclosure of the conflicting interest and a determination of fairness, insulates the transaction from being voidable solely due to the conflict. The absence of a quorum or proper authorization would render the transaction vulnerable.

In Oregon, a nonprofit corporation’s ability to engage in activities outside its stated purpose is governed by the doctrine of “ultra vires.” The Oregon Nonprofit Corporation Act, specifically ORS 65.371, addresses this doctrine. Generally, an ultra vires act is one that is beyond the powers conferred upon the corporation by its articles of incorporation or the law. However, ORS 65.371(2) limits the circumstances under which such acts can be challenged. A proceeding may be brought to enjoin an ultra vires act only if it is brought by a member or director of the corporation, or by the Attorney General, and only if all relief requested is prospective. Furthermore, ORS 65.371(3) states that an ultra vires contract generally cannot be challenged by the other party to the contract. The act also specifies that the corporation itself can be sued for damages resulting from an ultra vires act by a director or officer, as outlined in ORS 65.371(4). Therefore, while a contract entered into by a nonprofit for a purpose not explicitly stated in its articles might be considered ultra vires, challenging the validity of that contract based solely on its deviation from the stated purpose, particularly by a third party who has already performed their obligations, is generally not permitted under Oregon law, unless specific exceptions apply, such as fraud or misrepresentation. The focus of the law is on internal governance and potential remedies for members or the state, rather than allowing external parties to escape contractual obligations.

The scenario describes a situation where a nonprofit corporation in Oregon, “Cascadia Conservation Alliance,” is considering amending its articles of incorporation to change its purpose. Oregon law, specifically ORS 65.367, governs the amendment of articles of incorporation for nonprofit corporations. This statute requires that amendments be adopted by the board of directors and, depending on the nature of the amendment and the corporation’s bylaws, may also require approval by the members. A fundamental change to the corporation’s purpose, as contemplated here, typically necessitates member approval to ensure that the corporation continues to operate in accordance with the intent of its founders and members. The process involves a formal resolution by the board, followed by a vote of the members, usually at a meeting where a quorum is present, and a specified majority of votes cast is required. The amendment must then be filed with the Oregon Secretary of State. Therefore, for a change in purpose, both board and member approval are generally mandatory under Oregon law, unless the bylaws specify a different, but still legally permissible, procedure for such a significant alteration.

The scenario involves a nonprofit corporation in Oregon that has amended its bylaws to allow for electronic notice of board meetings, provided that certain conditions are met. Oregon Revised Statutes (ORS) Chapter 65 governs nonprofit corporations. Specifically, ORS 65.340 addresses meetings of the board of directors and the requirements for notice. While ORS 65.340(1) generally permits notice by electronic transmission if authorized by the bylaws, ORS 65.340(2) outlines specific conditions for electronic notice to be effective. These conditions include that the notice must be sent to an electronic address that the director has provided to the corporation for the purpose of receiving notices. Furthermore, ORS 65.340(3) states that a director may revoke consent to receive notice by electronic transmission by delivering a signed revocation to the corporation. If a director does not provide an electronic address for receiving notices, or if they revoke their consent, then traditional methods of notice, such as mail or personal delivery, must be used. The question tests the understanding that the effectiveness of electronic notice is contingent upon the director’s explicit consent and the corporation’s adherence to the statutory requirements for providing such notice, including the provision of an electronic address by the director. The scenario highlights that simply amending bylaws is insufficient if the statutory preconditions, particularly the director’s affirmative provision of an electronic address for notice, are not met. Therefore, if a director has not provided an electronic address, the corporation cannot rely on electronic notice for that director, even if the bylaws permit it. The most accurate response is that the corporation must provide notice via a method reasonably calculated to reach the director, such as mail or personal delivery, if the director has not provided an electronic address for receiving such notices.

The scenario describes a situation where a nonprofit corporation in Oregon, “Cascadia Conservation Alliance,” has a board of directors that has been operating with fewer members than the minimum specified in its articles of incorporation. Oregon law, specifically ORS 65.301, addresses the minimum number of directors required for a nonprofit corporation. While the articles of incorporation set the initial minimum, ORS 65.311 grants the board the power to adopt, amend, or repeal bylaws. Bylaws, in turn, can prescribe the number of directors, subject to any limitations in the articles. However, a fundamental principle of corporate governance is that the number of directors must be maintained within the limits set by the governing documents. If the articles of incorporation specify a minimum number of directors, and the board’s actions (or inactions) lead to a situation where this minimum is not met, the corporation is technically operating in violation of its own foundational document. The bylaws can provide for a range or a specific number, but they cannot override a minimum explicitly stated in the articles of incorporation. Therefore, the most appropriate action for the board to take to rectify this situation and ensure compliance with its governing documents, particularly the articles of incorporation, is to amend the articles of incorporation to reflect a lower minimum number of directors, if that is the desired outcome, or to elect additional directors to meet the existing minimum. Amending the articles of incorporation is the formal mechanism to change foundational corporate structure requirements. While bylaws can be amended to adjust the number of directors within the limits of the articles, they cannot cure a deficit below the article-mandated minimum. Holding a special meeting to elect new directors is a necessary step to reach the required number, but it does not address the potential underlying issue that the current minimum might be unworkable or outdated, which would necessitate an article amendment. The question asks for the most appropriate action to *resolve* the non-compliance, implying a need for a foundational change if the current structure is problematic. Amending the articles is the most direct way to align the corporation’s structure with its operational reality and future intent, assuming the board has determined the current minimum is no longer feasible.

The Oregon Nonprofit Corporation Act, specifically ORS 65.367, outlines the requirements for a nonprofit corporation to dissolve voluntarily. A key aspect of this process involves the filing of a statement of dissolution with the Oregon Secretary of State. This statement must be authorized by the board of directors and, if the corporation has members, by the members. The timing of when the dissolution becomes effective is crucial. According to ORS 65.367(3), the dissolution is effective upon the filing of the statement of dissolution with the Secretary of State. Prior to this filing, the corporation must cease conducting its activities, except those necessary to wind up its affairs. The process of winding up includes collecting assets, paying liabilities, and distributing remaining assets to designated recipients. Therefore, the board’s adoption of a resolution to dissolve and the subsequent filing of the statement of dissolution with the Secretary of State are the definitive steps that trigger the effectiveness of the dissolution process under Oregon law, assuming all other statutory prerequisites for such a filing have been met.

The scenario describes a situation where a nonprofit corporation in Oregon, “Cascadia Conservation Alliance,” is considering a significant amendment to its articles of incorporation. This amendment aims to alter the corporation’s stated purpose from “promoting ecological stewardship in the Pacific Northwest” to “advocating for sustainable urban development throughout the United States.” Under Oregon law, specifically ORS 65.367, a nonprofit corporation’s articles of incorporation may be amended by the board of directors or by the members, depending on the provisions in the articles and bylaws. However, a fundamental change in the corporation’s purpose, especially one that broadens its scope geographically and shifts its focus from ecological stewardship to urban development, requires careful consideration of member rights and corporate governance principles. The Oregon Nonprofit Corporation Act, particularly ORS 65.367, outlines the procedure for amending articles. Generally, amendments require a resolution approved by the board of directors and, if the amendment materially affects the rights of members or if the articles or bylaws so require, approval by the members. The question hinges on whether the board alone can approve such a substantial change. ORS 65.367(1) states that “The board of directors may amend the articles of incorporation at any time, to add or change the name or the number of directors or the names or addresses of the initial directors.” However, ORS 65.367(2) addresses amendments that affect members or are otherwise required by the articles or bylaws, stating that “Any other amendment to the articles of incorporation may be adopted by the board of directors only if the corporation has no members or if the corporation has members and the amendment was approved by the members.” Given that Cascadia Conservation Alliance likely has members and the proposed amendment significantly alters its core mission and geographic focus, it would be prudent, and likely legally required by the articles or bylaws, to obtain member approval. Therefore, the most appropriate and legally sound step is to present the proposed amendment to the members for their vote.

The Oregon Nonprofit Corporation Act, specifically ORS 65.357, addresses the requirements for a nonprofit corporation to be dissolved voluntarily. A voluntary dissolution requires a resolution adopted by the board of directors. Following board adoption, this resolution must be submitted to the members for approval. For corporations that have members, the Act generally requires approval by a majority of the votes cast by members entitled to vote on the dissolution, provided a quorum is present. However, the articles of incorporation or bylaws may specify a higher voting threshold. If the corporation has no members, or if the articles or bylaws do not specify a member vote, the board of directors may adopt the resolution for dissolution without member approval. The process involves filing a statement of dissolution with the Oregon Secretary of State after the dissolution is authorized and the corporation has ceased conducting business. The subsequent steps involve winding up affairs, including notifying creditors and distributing assets according to the articles, bylaws, or Oregon law, which typically mandates distribution to other tax-exempt organizations.

The scenario involves a nonprofit corporation in Oregon that has adopted bylaws requiring a supermajority vote of two-thirds of the board of directors for any amendment to its articles of incorporation. However, the articles of incorporation themselves only stipulate a simple majority vote for such amendments. Oregon Revised Statute (ORS) 65.351(1) states that the articles of incorporation may be amended by a resolution approved by the board of directors, unless the articles require a greater proportion of votes. Crucially, ORS 65.351(2) further clarifies that if the articles of incorporation require a greater proportion of votes than required by the bylaws, the articles shall control. Conversely, if the bylaws require a greater proportion of votes than the articles, the bylaws shall control. In this case, the bylaws require a two-thirds supermajority, while the articles require a simple majority. Since the bylaws require a higher threshold for amending the articles of incorporation than the articles themselves do, the bylaws’ requirement governs the amendment process. Therefore, a two-thirds vote of the board of directors is necessary to amend the articles of incorporation.

In Oregon, the Oregon Business Corporation Act, which governs corporations, also applies to nonprofit corporations unless specifically superseded by the Oregon Nonprofit Corporation Act. A key aspect of nonprofit governance is the process for amending the articles of incorporation. For a nonprofit corporation incorporated in Oregon, amendments to the articles of incorporation generally require a resolution approved by the board of directors, followed by a vote of the members if the articles or bylaws provide for member voting on such matters. However, the Oregon Nonprofit Corporation Act, specifically ORS 65.371, outlines the procedure for amending articles of incorporation. It states that amendments must be adopted by the board of directors. If the corporation has members, the articles may require member approval. If the articles do not specify, the board can approve amendments that do not materially affect the rights of members or the purpose of the corporation. For significant changes, especially those affecting the charitable purpose or membership rights, member approval is often advisable or required by the bylaws. The question hinges on the default provisions and the scope of board authority. Without specific provisions in the articles or bylaws mandating member approval for all amendments, the board has significant authority. However, the question implies a scenario where the board is considering a change that could be interpreted as fundamental, affecting the corporation’s mission. ORS 65.371(2) clarifies that if a corporation has members, any amendment must be approved by the members, unless the articles of incorporation provide otherwise. This is a crucial default rule. Therefore, if the articles do not explicitly waive member approval for all amendments, and the amendment is one that members would typically vote on (e.g., changing the fundamental purpose), member approval is necessary. The scenario describes a change to the corporation’s stated purpose, which is a fundamental aspect of its existence and likely impacts members. Thus, member approval is the legally required step in this situation, assuming the articles don’t contain a specific provision to the contrary, which is the default assumption for a general governance question.

The Oregon Nonprofit Corporation Act, specifically ORS 65.354, outlines the requirements for a nonprofit corporation to indemnify its directors and officers. Indemnification is the process by which a corporation reimburses a director or officer for expenses, judgments, settlements, or other liabilities incurred in connection with their service to the corporation. For mandatory indemnification to apply, a director must have acted in good faith and in a manner the director reasonably believed to be in or not opposed to the best interests of the corporation, and in the case of a criminal proceeding, must not have had reasonable cause to believe their conduct was unlawful. However, ORS 65.361 specifies that indemnification is not permissible if the director or officer acted in bad faith and in a manner the director or officer reasonably believed to be contrary to the best interests of the corporation, or if they were adjudged liable on the basis that personal benefit was improperly received. In this scenario, the director’s actions resulted in a judgment of liability for gross negligence and breach of fiduciary duty, directly indicating a failure to meet the “good faith” standard required for indemnification under Oregon law. The specific finding of gross negligence and breach of fiduciary duty signifies conduct that is contrary to the corporation’s best interests and thus disqualifies the director from indemnification for the lawsuit’s costs and any resulting judgments. Therefore, the corporation is prohibited from indemnifying the director for expenses and liabilities arising from this lawsuit.

The Oregon Nonprofit Corporation Act, specifically ORS 65.357, outlines the requirements for the dissolution of a nonprofit corporation. Dissolution can be voluntary or involuntary. In a voluntary dissolution initiated by the corporation, the board of directors must adopt a resolution recommending dissolution, which then typically requires approval by the members, if the corporation has members. If the corporation has no members, or if the articles of incorporation or bylaws allow, the board may be able to approve dissolution without member vote. Following the approval of dissolution, the corporation must file a statement of dissolution with the Oregon Secretary of State. Subsequently, the corporation must cease conducting its activities except as necessary to wind up its affairs. This winding up process involves collecting assets, paying or providing for liabilities, and distributing remaining assets. ORS 65.371 details the process of winding up and the order of distribution. Assets must be distributed to creditors, then to holders of secured claims, then to unsecured creditors. If there are remaining assets after satisfying all debts and liabilities, they must be distributed in accordance with the articles of incorporation or bylaws. For public benefit corporations or mutual benefit corporations, ORS 65.371(3) specifies that any remaining assets must be distributed to one or more organizations that are qualified under Section 501(c)(3) of the Internal Revenue Code, or to governmental entities for a public purpose. This ensures that the assets of dissolved nonprofits are used for charitable or public purposes, aligning with the public benefit mission of such organizations. The question focuses on the distribution of assets after all liabilities have been met, and the correct option reflects the statutory requirement for distributing remaining assets to qualified charitable organizations or governmental entities.

The scenario involves a director of an Oregon nonprofit who has a conflict of interest due to their personal business relationship with a vendor seeking a contract. Oregon law, specifically ORS 65.357, governs director duties and conflicts of interest for nonprofit corporations. This statute requires that a director who has a direct or indirect interest in a contract or transaction that the corporation is entering into must disclose the nature of the interest and all material facts to the board. Following disclosure, the interested director must abstain from discussion and voting on the matter. If the board approves the transaction despite the conflict, it must be shown that the transaction was fair and reasonable to the corporation at the time it was authorized. Failure to follow these procedures can lead to the transaction being voidable or other legal consequences. In this case, the director’s failure to disclose their personal financial interest in the vendor’s contract and their subsequent participation in the vote constitutes a breach of their duty of loyalty and adherence to Oregon’s nonprofit governance statutes. The contract, if approved under these circumstances, would be subject to challenge and potential voiding due to the improperly managed conflict of interest. The core principle is transparency and ensuring decisions are made in the best interest of the nonprofit, free from undue personal influence.

The scenario describes a situation where a nonprofit corporation in Oregon, “Cascadia Conservancy,” has received a significant bequest from a deceased donor, Mr. Silas Croft. This bequest is designated for a specific purpose: the acquisition and preservation of a particular tract of old-growth forest. Oregon law, specifically ORS 65.077, governs the powers of nonprofit corporations. This statute grants corporations the power to accept contributions and gifts, including those with restrictions. When a donor imposes restrictions on a gift, the nonprofit corporation is legally bound to honor those restrictions. The board of directors of Cascadia Conservancy cannot unilaterally decide to use the funds for general operating expenses or a different project, even if they deem it a more pressing need. Doing so would constitute a breach of trust and a violation of the terms of the gift, potentially leading to legal challenges from the donor’s estate or other interested parties. The proper procedure for managing restricted funds is to segregate them and use them strictly in accordance with the donor’s intent. If the board believes the original purpose is no longer feasible or advisable, they must pursue a legal cy pres action in Oregon courts to seek a modification of the restriction, which requires demonstrating that the original purpose is impossible, impracticable, or illegal to fulfill. Without such a court order, the restriction remains binding. Therefore, the board’s fiduciary duty is to adhere to the donor’s expressed wishes for the specific forest tract.

The scenario describes a situation where a nonprofit organization in Oregon, “Cascadia Conservation Alliance,” has a board member, Ms. Anya Sharma, who also serves on the board of a for-profit entity, “Evergreen Timber Solutions.” Evergreen Timber Solutions is seeking a grant from a foundation that Cascadia Conservation Alliance also applies to, and Evergreen Timber Solutions’ business activities might negatively impact the conservation efforts that Cascadia Conservation Alliance champions. This presents a potential conflict of interest under Oregon law governing nonprofit corporations. Oregon Revised Statutes (ORS) Chapter 65 governs nonprofit corporations. While ORS 65.354 addresses conflicts of interest for directors, it primarily focuses on transactions between the corporation and its directors or entities in which directors have a financial interest. In this case, the conflict is more indirect, stemming from the director’s dual loyalties and the potential for competition or adverse impact on the nonprofit’s mission. The Oregon Nonprofit Corporation Act, and specifically the principles of fiduciary duty owed by directors to the nonprofit, are key here. Directors owe a duty of care and a duty of loyalty. Ms. Sharma’s position on the for-profit board, whose activities could harm the nonprofit’s mission and compete for funding, raises concerns about her ability to exercise independent judgment and prioritize the nonprofit’s interests. The nonprofit’s bylaws or conflict of interest policy would typically outline procedures for addressing such situations, including disclosure and recusal. However, the fundamental question is whether the director’s external role creates an unacceptable risk to the nonprofit’s governance and mission fulfillment, which is assessed by examining the director’s actions and potential for divided loyalties. The Oregon Business Corporation Act, which has some analogous provisions for director duties, also emphasizes good faith and the best interests of the corporation. For nonprofits, this extends to furthering the organization’s stated charitable purposes. The core issue is the potential for the director’s outside interests to compromise their ability to act solely in the best interests of the nonprofit.