2017 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 065 - Nonprofit Corporations
Section 65.751 - Grounds for judicial revocation.

(a) In a proceeding by the Attorney General if it is established that:

(A) The corporation obtained its authority to transact business in this state through fraud;

(B) The corporation has exceeded or abused the authority conferred upon it by law;

(C) The corporation would have been a public benefit corporation had it been incorporated in this state and its corporate assets are being misapplied or wasted;

(D) The corporation would have been a public benefit corporation had it been incorporated in this state and it is no longer able to carry out its purposes;

(E) An incorporator, director, officer or agent of the corporation signed a document knowing it was false in any material respect with the intent that the document be delivered to the Office of the Secretary of State for filing; or

(F) The corporation has fraudulently solicited money or has fraudulently used the money solicited.

(b) Except as provided in the articles or bylaws of a foreign corporation that would have been a religious corporation had it been incorporated in this state, in a proceeding by 50 members or members holding five percent or more of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:

(A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock;

(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive or fraudulent;

(C) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired;

(D) The corporate assets are being misapplied or wasted; or

(E) The corporation is a foreign corporation that would have been a public benefit or religious corporation had it been incorporated in this state, and is no longer able to carry out its purposes.

(c) In a proceeding by a creditor if it is established that:

(A) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(B) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent.

(2) Prior to revoking a corporation’s authority, the court shall consider whether:

(a) There are reasonable alternatives to revocation of authority;

(b) Revocation of authority is in the public interest, if the corporation is a foreign corporation that would have been a public benefit corporation had it been incorporated in this state; or

(c) Revocation of authority is the best way to protect the interests of members, if the corporation is a foreign corporation that would have been a mutual benefit corporation had it been incorporated in this state. [1989 c.1010 §161]