Ems Articles Discuss

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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.



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


-- Main.ClifCox - 2011-01-03