Update on address requirements for non-profits from the Oregon Attorney General’s Office

We received a very detailed reply to our question about non-profits and the need for them to collect addresses from members. It sheds a lot of light on the conflict in St. Johns concerning the SJNA’s plan to seek a non-profit designation. 

It’s unconventional, but because it’s so comprehensive and readable I’m going to include the entire message from Kristina Edmunson, communications director for Oregon’s attorney general:

“There appears to be some confusion about legal requirements so we will attempt to clarify: 

Every Oregon public benefit corporation must have at least three directors that are responsible for overseeing the organization. Directors may also serve as officers. Some organizations also opt to have voting “members.” That is optional, although if that option is selected, then the “members” have certain rights under the Nonprofit Corporation Act, at ORS Chapter 65. The people who create the nonprofit are responsible for determining eligibility criteria for membership, which is generally include in corporate bylaws. Depending on the bylaws, members may have the right to elect directors, but they do not have the same decision making authority as the directors. The membership provisions in the nonprofit code are similar in concept to that state or local elections for a representative to a board or legislature.

Just like a registered voter must provide an address, a member is required to provide an address at which they agree to receive mailings related to the nonprofit and its elections. Up until this year, the address was required to be a mailing address, although it did not necessarily have to be a personal residence, just a place where the member would be able to receive mail.  But the law was recently changed, and as of Jan. 1, 2020, a member must provide “contact information” at which they elect to receive election notices and other communications related to the nonprofit. ‘Contact information’ could be either a physical mailing address, a PO Box, or an email address.

There are some exceptions, but in general, the nonprofit corporation is required to maintain the membership list and provide a copy of the membership list that includes members’ chosen contact information to other members that request a copy of the list, which is not unlike obtaining a list of registered voters, although obviously on a smaller scale.  In general, the membership list does not need to be provided to any governmental entity. The requirement that the organization maintain a membership list is a state law requirement, and not an IRS requirement.

Unlike the membership list, which is generally only made available to other members, both our office and the IRS require directors to provide a mailing address at which they can receive communications. That address  may become a public record because the reports themselves are a public record, but it is not necessary to list a physical or residential address.  A PO Box is acceptable and many directors list the address of the nonprofit.

Until the new legislation is integrated into the statute books later this year, the new statutes are a little difficult to read, but can be found at this link:

https://olis.leg.state.or.us/liz/2019R1/Downloads/MeasureDocument/SB360/Enrolled.

You can find the new definition of “contact information” at Section 7 and the requirements re: maintaining and providing a membership list appear in Section 44.”

Kristina Edmunson

Communications Director

Attorney General Ellen Rosenblum

Oregon Department of Justice

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