Title 7, Corporations and Partnerships

(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 subje…

(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: (a) On application of any memb…

(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 e…

(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…

(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…

(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 corpo…

(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 cl…

(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 matte…

(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 cas…

(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 vot…

(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. (2) An appointment of a proxy …

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,…

(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. (2) If the name …

(1) Unless the articles of incorporation or bylaws provide for a higher quorum, votes represented at a meeting of members constitute a quorum. (2) An amendment to the articles of incorporation or bylaws to decrease the quorum for any action of the members may be approved by the m…

(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. (2) An amendment to the articles of incorporat…

(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 fo…

A corporation may provide in the corporation’s articles of incorporation or bylaws for election of directors by members or delegates: (1) On the basis of chapter or other organizational unit; (2) By region or other geographic unit; (3) By preferential voting; or (4) By any other …

(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 t…

As used in ORS 65.260 to 65.281: (1) “Corporate action” means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation’s behalf. (2) “Corrected corporate action” mean…

(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. (2) Ratification under ORS 65.266 or validation under ORS 6…

(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: (a) Identify the defective corpora…

(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. (2)(a) Except as provided in paragraph (b) of t…

(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…

(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…

(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…

(1)(a) Subject to subsection (2) of this section, a circuit court of this state may: (A) Determine the validity and effectiveness of a corporate action or a defective corporate action; (B) Determine the validity and effectiveness of a ratification or approval of a defective corpo…

(1) Each corporation must have a board of directors. (2) The board of directors shall exercise, or delegate or otherwise authorize the exercise of, all corporate powers and shall direct the management of the corporation’s affairs, subject to any limitation set forth in the articl…

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

(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. (2) The ar…

(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 …

(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, t…

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]

(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. (2) A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date. (…

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise: (a) The members of the corporation may remove one or more directors the members elected with or without cause unless the articles of incorporation provide that removing a director requires cause. (b…

(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…

(1) A designated director may be removed by an amendment to the articles of incorporation or bylaws that deletes or changes the designation. (2)(a) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause …

(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: (a) The mem…

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] (Meetings and Action of Board)

(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 me…

(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 mem…

(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 ta…

(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. (2) Unless the articles of incorporation or bylaws provide for…

(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…

(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 meet…

(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…

(1) A director shall discharge the duties of a director, including the director’s duties as a member of a committee: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the director r…

(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…

(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 corporati…

(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 …

(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. (2) This section does not affect the civil liability of the entity which a qualified director serves. (3)…