Todo or concider: NOTE: Revision r7 of the Articles was submitted to the OR Corporation Division for filing on 1/5/11.
Todo or consider:
By including this statement of personal liability, a director can avoid personal liability as long as he or she runs the organization in a legal, reasonable manner.
It is important to remember that directors can still be held liable for debts to the IRS, debts due to fraudulent activity, and employment claims. D&O insurance and further protect the assets of board members, staff and volunteers.
From ORS 65:
(c) A provision eliminating or limiting the personal liability of a director or uncompensated officer to the corporation or its members for monetary damages for conduct as a director or officer, provided that no such provision shall eliminate or limit the liability of a director or officer for any act or omission occurring prior to the date when such provision becomes effective, and such provision shall not eliminate or limit the liability of a director or officer for:
(A) Any breach of the director?s or officer?s duty of loyalty to the corporation or its members;
(B) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(C) Any unlawful distribution;
(D) Any transaction from which the director or officer derived an improper personal benefit; and
(E) Any act or omission in violation of ORS 65.361 to 65.367; and
-- ClifCox - 2011-01-03