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INDUSTRY NEWS

Why are we updating OMPA’s Articles of Incorporation?

OMPA is working to become a stronger organization through effective operations. Part of that work includes updating key legal documents including our Articles of Incorporation. The updated Articles give us an opportunity to (1) restate our purpose as an organization incorporating our new mission of equity (2) indemnify board members and (3) reference current statutes in Oregon’s code. Our first Articles of Incorporation were filed back in 1982! They’re due for an update.

What are we updating in OMPA’s Articles of Incorporation?

The Amended and Restated Articles of Incorporation represent Articles that are more customary of today’s trade organizations and include the following features missing from the current Articles:

Purpose

The Amended and Restated Articles of Incorporation are an opportunity to state in OMPA’s governing document that among the purposes for which OMPA exists and operates. It specifically exists and operates for the purpose of promoting the common business interests of its members by supporting business prosperity and an equitable, inclusive, diverse industry.

Liability

The Amended and Restated Articles of Incorporation provide certain protections to its board members, officers, employees, and agents:

  • Board members and officers will not be liable to OMPA or its members for executing their duties to OMPA.
  • OMPA will indemnify (i.e., pay or reimburse expenses) a current or former board member or officer who is a party (or is threatened to be made a party) to a lawsuit or other proceeding due to the fact that such individual is or was a board member or officer of OMPA.
  • OMPA may purchase insurance to cover any such liability asserted against its board members, officers, employees, and agents.

NOTE: Such protections do not extend to board members or officers who breach duties of loyalty to OMPA, do not act in good faith or are involved in intentional misconduct or knowing violations of law, or transactions from which such board member or officer derives an improper personal benefit in money, property or services.

Statutes

The Amended and Restated Articles of Incorporation reference the current and relevant Oregon statutes, whereas the current Articles of Incorporation make reference Oregon statutes that have been repealed.

How does the update process work?

Updating OMPA’s Articles of Incorporation is determined by a majority vote of the members who respond. The Amended and Restated Articles are then filed with the Secretary of State.

Thank you for your participation! Any questions? Reach out to info@ompa.org.