Oregon § 65.377 Standards of conduct for officers

Oregon Statutes

§ 65.377 — Standards of conduct for officers

Oregon § 65.377

Vol.2

Title 7Corporations and Partnerships

Ch. 65Nonprofit Corporations

This text of Oregon § 65.377 (Standards of conduct for officers) is published on Counsel Stack Legal Research, covering Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Or. Rev. Stat. § 65.377 (2026).

Text

(1)An officer shall discharge the officer’s duties:

(a)In good faith;

(b)With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c)In a manner the officer reasonably believes to be in the best interests of the corporation.

(2)In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(a)One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented;

(b)Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence

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(1) An officer shall discharge the officer’s duties:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the officer reasonably believes to be in the best interests of the corporation.
(2) In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence; or
(c) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.
(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) An officer is not liable to the corporation, any member or other person for any action taken or not taken as an officer if the officer acted in compliance with this section. The liability of the officer for monetary damages to the corporation and the corporation’s members may be eliminated or limited in the corporation’s articles of incorporation to the extent provided in ORS 65.047 (2)(c).