Chapter 65 — Chapter 65

ORS 65.205 Participation in meeting by remote communication. (1)(a) Members that are not physically present for a membership meeting may participate in, be deemed present in person at and vote at the membership meeting if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board adopts

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ORS 65.207 Court-ordered meeting; attorney fees. (1) The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the registered office of the corporation is or was last located, may summarily order a meeting to be held

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ORS 65.211 Action without meeting. (1) Unless a corporation’s articles of incorporation or bylaws specify that a members’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date. If in taking an action without a meeting the corporation complies with the requirements of ORS 65.212, the requirements in this subsection that all members entitled to vote on the action must take the action and must sign a written consent describing the action do not apply

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ORS 65.212 Members’ use of electronic mail or other electronic means to discuss issues or take action. (1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s members may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the members to take at a meeting if the corporation complies with this section

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ORS 65.214 Notice of meeting. (1) A corporation shall give notice of membership meetings in a fair and reasonable manner that is consistent with the corporation’s bylaws. The corporation must give notice to members entitled to vote at the meeting and to any other person specified in this chapter, the articles of incorporation or the bylaws

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ORS 65.217 Waiver of notice. (1) A member may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in writing, be signed by the member entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records

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ORS 65.221 Record date. (1) The bylaws may fix or provide the manner of fixing the record date in order to determine the members entitled to notice of a members’ meeting, to demand a special meeting, to vote or to take any other lawful action. A determination of members must be made as of the time of close of transactions on the record date unless another time for doing so is specified at the time the record date is fixed. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date. If a record date is not fixed, then

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ORS 65.222 Action by written ballot. (1) Unless prohibited or limited by the articles of incorporation or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter

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ORS 65.224 Members’ list for meeting; attorney fees. (1) A corporation shall prepare and maintain a list of the names, contact information and membership dates of all of the corporation’s members. If there are classes of members, the list must also show the contact information for each member and number of votes each member may cast at a meeting of members

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ORS 65.227 Voting entitlement of members. (1) Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter on which the members vote. Except as expressly prohibited in this chapter, the articles of incorporation or bylaws may provide for different allocations of votes among member classes or exclude the members or some or all member classes from voting on any issue on which a member or class of members would otherwise be entitled to vote under this chapter

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ORS 65.231 Proxies. (1) Unless a corporation’s articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by the member’s attorney-in-fact

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ORS 65.234 Adjournment. Unless otherwise provided in the articles of incorporation or bylaws, a majority of votes represented at a meeting of members, whether or not a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any member of any adjournment, except as such notice may be required by ORS 65.214 (4). At the adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held. [1989 c.1010 §68]

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ORS 65.237 Corporation’s acceptance of votes. (1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member

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ORS 65.241 Quorum requirements. (1) Unless the articles of incorporation or bylaws provide for a higher quorum, votes represented at a meeting of members constitute a quorum

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ORS 65.244 Voting requirements. (1) Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes represented and voting is the act of the members

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ORS 65.247 Cumulative voting for directors. (1) If the articles of incorporation or bylaws provide for cumulative voting by members, members may vote cumulatively by multiplying the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates

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ORS 65.251 Other methods of electing directors. A corporation may provide in the corporation’s articles of incorporation or bylaws for election of directors by members or delegates

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ORS 65.254 Voting agreements. (1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to 10 years. For public benefit corporations such agreements must have a reasonable purpose not inconsistent with the corporation’s public or charitable purposes

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ORS 65.260 Definitions for ORS 65.260 to 65.281. As used in ORS 65.260 to 65.281

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ORS 65.263 Defective corporate action; ratification or validation; effective date. (1) A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS 65.266 or validates the defective corporate action in accordance with ORS 65.278

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ORS 65.266 Ratification by board of directors; procedure; submission to shareholders. (1) Except as provided in ORS 65.263 (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall

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ORS 65.269 Quorum; notice to shareholders of proposed ratification. (1) Quorum and voting requirements that applied to the board of directors at the time a corporation took a defective corporate action apply also to the board of directors in taking an action to ratify the defective corporate action

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ORS 65.272 Notice of ratification by board of directors. (1)(a) Except as provided in paragraph (b) of this subsection, unless the members of a corporation must approve a ratification of a defective corporate action under ORS 65.266 (3), the corporation shall send notice of the ratification to each person, whether or not the person may vote, that is a member of the corporation on

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ORS 65.275 Corrected corporate action; validity; effective date. (1) On and after the date on which a corporation ratifies a defective corporate action under ORS 65.266 or validates a defective corporate action under ORS 65.278, the defective corporate action becomes a corrected corporate action and, notwithstanding the 120-day period provided in ORS 65.281 for challenges to the ratification, a corrected corporate action is not void or voidable and is effective as of the date of the defective corporate action

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ORS 65.278 Articles of validation; filing with Secretary of State. (1) If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of State’s filing the articles of validation amends, supplements or replaces, as appropriate, any previous filing with respect to the defective corporate action

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ORS 65.281 Judicial review of corporate action; persons permitted to seek review. (1)(a) Subject to subsection (2) of this section, a circuit court of this state may

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ORS 65.301 Requirement for and duties of board. (1) Each corporation must have a board of directors

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ORS 65.304 Qualifications of directors. All directors must be individuals. The articles of incorporation or bylaws may prescribe other qualifications for directors. [1989 c.1010 §71]

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ORS 65.307 Number of directors. (1) A board of directors must consist of one or more individuals for a mutual benefit or religious corporation and three or more individuals for a public benefit corporation, with the number specified or fixed in accordance with the articles of incorporation or bylaws

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ORS 65.311 Election, designation and appointment of directors. (1) If a corporation has members entitled to vote for directors, all the directors, except the initial directors, must be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated

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ORS 65.314 Terms of directors generally. (1) A corporation’s articles of incorporation or bylaws may specify the terms of directors. Except for designated directors or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director is one year. Directors may be elected for successive terms

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ORS 65.317 Staggered terms for directors. A corporation’s articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. [1989 c.1010 §75; 2019 c.174 §54]

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ORS 65.321 Resignation of directors. (1) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary

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ORS 65.324 Removal of directors elected by members or directors. (1) Unless a corporation’s articles of incorporation or bylaws provide otherwise

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ORS 65.327 Removal of directors by judicial proceeding. (1) The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the corporation’s registered office was last located, may remove any director of the corporation from office in a proceeding commenced by the corporation, by at least 10 percent of the members of any class entitled to vote for directors, or by the Attorney General in the case of a public benefit corporation if the court finds that

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ORS 65.331 Removal of designated or appointed directors. (1) A designated director may be removed by an amendment to the articles of incorporation or bylaws that deletes or changes the designation

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ORS 65.334 Vacancy on board. (1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors

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ORS 65.335 Compensation of directors. Unless a corporation’s articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. [1989 c.1010 §81; 2019 c.174 §59]

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ORS 65.337 Regular and special meetings. (1) If the time and place of a board of directors’ meeting is fixed by the bylaws, or is scheduled by the board of directors in a manner that informs all directors of the time and place without additional notice, the meeting is a regular meeting. All other meetings are special meetings

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ORS 65.341 Action without meeting. (1) Unless the articles of incorporation or bylaws specify that a board of directors’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken

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ORS 65.343 Board of directors’ use of electronic means to take action; announcement required before taking action; contents of announcement; exceptions; effect and effective date of action taken by electronic means. (1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s board of directors may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the board of directors to take at a board of directors meeting if the corporation complies with this section

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ORS 65.344 Call and notice of meetings. (1) Unless the articles of incorporation, bylaws or this chapter provides otherwise, regular meetings of the board of directors may be held without additional notice of the date, time, place or purpose of the meeting

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ORS 65.347 Waiver of notice. (1) A director may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing and may be a document that is transmitted electronically. The waiver must also be signed by the director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or the corporate records

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ORS 65.351 Quorum and voting. (1) Unless the articles of incorporation or bylaws require a greater number or a lesser number than the number authorized under subsection (2) of this section, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins

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ORS 65.354 Committees. (1)(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees that exercise the authority of the board. The board may appoint directors to serve on a committee or designate the method of selecting committee members. Each committee must consist of two or more directors, who serve at the pleasure of the board. Only a director may serve as a voting member of a committee

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ORS 65.357 General standards for directors. (1) A director shall discharge the duties of a director, including the director’s duties as a member of a committee

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ORS 65.361 Director conflict of interest. (1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction is fair to the corporation at the time the corporation enters into the transaction. A transaction is presumed to be fair if the transaction is approved as provided in subsection (2) or (3) of this section

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ORS 65.364 Loans to or guarantees for directors and officers. (1) A public benefit corporation or religious corporation may not make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer of the corporation, except as stated in this section. Unless prohibited by the corporation’s articles of incorporation or bylaws, a public benefit corporation or religious corporation may make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer as part of a recruitment package, for a total period not to exceed three years, provided that

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ORS 65.367 Liability for unlawful distributions. (1) Unless a director complies with the applicable standards of conduct described in ORS 65.357, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter

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ORS 65.369 Liability of qualified directors. (1) The civil liability of a qualified director for the performance or nonperformance of the director’s duties shall be limited to gross negligence or intentional misconduct

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