Oregon Revised Statutes Chapter 58 § 58.506 — Requirements for professional corporations organized for the purpose of

Requirements for professional corporations organized for the purpose of practicing naturopathic medicine. (1) As used in this section: (a) “Naturopathic medicine” has the meaning given that term in ORS 685.010. (b) “Naturopathic physician” has the meaning given that term in ORS 685.010. (c) “Professional corporation” means a professional corporation organized for the purpose of practicing naturopathic medicine or a foreign professional corporation with authority to transact business in this state that is organized for the purpose of practicing naturopathic medicine. (2)(a) In a professional corporation, naturopathic physicians must: (A) Hold a majority of each class of shares of the professional corporation that is entitled to vote; and (B) Be a majority of the directors of the professional corporation. (b) All officers of a professional corporation, except the secretary and treasurer, if any, must be naturopathic physicians. The same person may hold any two or more offices. (3) An individual whom the professional corporation employs, or an individual who owns an interest in the professional corporation, may not direct or control the professional judgment of a naturopathic physician who is practicing within the professional corporation and within the scope of practice permitted under the naturopathic physician’s license. (4)(a) Except as provided in paragraph (b) of this subsection, a professional corporation may not provide in the professional corporation’s articles of incorporation or bylaws, or by means of a contract or other agreement or arrangement, for removing a director described in subsection (2)(a)(B) of this section from the professional corporation’s board of directors, or an officer described in subsection (2)(b) of this section from an office of the professional corporation, except by a majority vote of the shareholders described in subsection (2)(a)(A) of this section or, as appropriate, a majority vote of the directors described in subsection (2)(a)(B) of this section. (b) A professional corporation may remove a director or officer by means other than a majority vote of the shareholders described in subsection (2)(a)(A) of this section or a majority vote of the directors described in subsection (2)(a)(B) of this section if the director or officer that is subject to removal: (A) Violated a duty of care, a duty of loyalty or another fiduciary duty to the professional corporation; (B) Was the subject of a disciplinary proceeding by the Oregon Board of Naturopathic Medicine in which the board suspended or revoked the director’s or officer’s license; or (C) Engaged in fraud, misfeasance or malfeasance with respect to the director’s or officer’s performance of duties for or on behalf of the professional corporation. (5) A professional corporation may relinquish or transfer control over the professional corporation’s administrative, business or clinical operations only if the professional corporation executes a shareholder agreement exclusively between or among and for the benefit of a majority of shareholders who are naturopathic physicians licensed in this state to practice naturopathic medicine and the shareholder agreement complies with the provisions of ORS 60.265. [2025 c.295 §5]