ORS 60.762: Benefit company board of governors; benefit governor; duties, powers and liabilities.

(1)(a) A benefit company must have a board of governors and may designate at least one member of the board as a benefit governor. A benefit governor, in addition to the powers, duties, rights, privileges and immunities that other governors of the benefit company have, has the powers, duties, rights, privileges and immunities set forth in this section. (b) The articles of incorporation, articles of organization, bylaws or other organizational documents of the benefit company may set forth additional qualifications for a benefit governor that are consistent with this section. (2) The benefit company’s governors shall elect or appoint and may remove a benefit governor in accordance with procedures set forth in the benefit company’s articles of incorporation or articles of organization or in accordance with procedures the governors adopt if the articles of incorporation or articles of organization do not specify a procedure. (3) The benefit governor shall provide information or statements to other governors of the benefit company concerning the other governors’ obligations under ORS 60.760. (4) An individual’s action or decision not to act made in the capacity of benefit governor is for all purposes the individual’s action or decision not to act in the individual’s capacity as a governor of the benefit company. (5) A benefit governor is not personally liable for an action or omission the benefit governor makes in the benefit governor’s capacity as a benefit governor unless the action or omission constitutes self-dealing, willful misconduct or a knowing violation of law. [2013 c.269 §7]