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(17 Jan 2011,
NOTE: Revision r7 of the Articles was submitted to the OR Corporation Division for filing on 1/5/11. Todo or consider: * If there is a possibility of a class of membership that is non-voting I think we should mention it in the articles otherwise ORS 65 may allow them all to vote. * The membership shell be devided into a voting class and a non-voting class. Only the voting class shell have voting previlges. General requirements for all membership and specific requirements for each class shell be set forth in the bylaws. * Do we need to provied the addresses of the incorporators? Yes. * If so must they be amended if they change? * Should we change all mention of organization to corporation? * I think we should keep it organization (Rick) * We may amend the articles later to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Office of the Secretary of State. * What is the difference between public benefit, and mutual benefit in regards to 501(c)3? Seems like we don't have a choice, we must be public benifit. * Add to the secrataies duties must complete all anual reports dues, paperwork 30 days before the deadline. Done: * ---++++ Limiting Board Members Liability: 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 http://www.ilrg.com/forms/ -- Main.ClifCox - 2011-01-03
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Topic revision: r6 - 17 Jan 2011,
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