Oregon Statutes 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.
Terms Used In Oregon Statutes 65.311
- Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
- Bylaws: means a set of provisions for managing and regulating a corporation's affairs that the corporation must adopt under ORS § 65. See Oregon Statutes 65.001
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a domestic corporation or a foreign corporation. See Oregon Statutes 65.001
- Person: means an individual or an entity. See Oregon Statutes 65.001
- Vote: means an authorization by written ballot or written consent, where permitted, or by another method that a corporation specifies as an authorization. See Oregon Statutes 65.001
(2) If a corporation does not have members entitled to vote for directors, all the directors, except the initial directors, must be elected, appointed or designated as provided in the articles of incorporation or bylaws. If the articles of incorporation or bylaws do not set forth a method of election, appointment or designation, the directors, other than the initial directors, must be elected by the board.
(3) If a corporation does not have directors and does not have members who can elect directors, a circuit court of this state may appoint one or more directors at the Attorney General’s request. [1989 c.1010 § 73; 2019 c.174 § 52]