2019 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 065 - Nonprofit Corporations
Section 65.771 - Corporate records.
(1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s members and board of directors, a record of all corporate action taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the corporation.
(2) A corporation shall maintain appropriate accounting records.
(3) A corporation or the corporation’s agent shall maintain a record of the corporation’s members in a form that permits preparation of a list of the names and contact information of all members by class showing the number of votes each member may cast.
(4) A corporation shall maintain the corporation’s records in written form or as documents in another form capable of conversion into written form within a reasonable time.
(5) A corporation shall keep a copy of the following records for inspection:
(a) The articles of incorporation that are currently in effect;
(b) Bylaws or restated bylaws and all amendments to the bylaws that are currently in effect;
(c) Resolutions adopted by the board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members of any class or category of members;
(d) The minutes of all meetings of members and records of all actions approved by the members for the past three years;
(e) Written communications required by this chapter and those regarding general membership matters made to members within the past three years;
(f) A list of the names and other contact information for the corporation’s current directors and officers;
(g) The last three annual financial statements, if any. The statements may be consolidated or combined statements of the corporation and one or more of the corporation’s subsidiaries or affiliates, as appropriate, including a balance sheet and statement of operations, if any, for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis;
(h) The last three accountant’s reports if annual financial statements are reported upon by a public accountant; and
(i) The most recent annual report delivered to the Secretary of State under ORS 65.787.
(6) A director of the corporation has a right to inspect any records a corporation keeps under this section. [1989 c.1010 §164; 2019 c.174 §107]
