Oregon Statutes 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.
Terms Used In Oregon Statutes 65.212
- 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
- Member: means a person that is entitled, under a domestic corporation's or foreign corporation's articles of incorporation or bylaws, to exercise any of the rights described in ORS § 65. See Oregon Statutes 65.001
- Record date: means the date established under ORS § 65. 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)(a) Before taking an action under subsection (1) of this section, a corporation shall send to the electronic mail address that each member provided to the corporation for receiving communications from the corporation an electronic mail announcement that states that the members will take the action.
(b) The electronic mail announcement the corporation sends under paragraph (a) of this subsection must include a description of the matter on which the members will take action. The electronic mail announcement must specify a deadline of not less than 48 hours after the time the corporation sends the announcement in which a member may record the member’s vote.
(c) The corporation shall include the electronic mail announcement described in this subsection and a record of the members’ votes in the minutes for the meeting or shall file the announcement and record of the members’ votes in documents that reflect the action that the members took.
(3) Notwithstanding subsection (1) of this section, a corporation’s members may not use electronic mail or other electronic means to take action if the corporation does not have a record of an electronic mail address for a member.
(4) A member may change the member’s vote at any time before the deadline set forth in the electronic mail announcement described in subsection (2) of this section.
(5) An affirmative vote of the majority of the members at the time the members take an action by means of electronic mail or by other electronic means is an act of the members, unless a corporation’s articles of incorporation or bylaws require an affirmative vote of a greater number of members. The members’ action under this subsection has the effect of a meeting vote and the corporation may describe the action as a meeting vote in any document.
(6) The members’ action under subsection (5) of this section is effective on the deadline specified in the electronic mail announcement described in subsection (2) of this section, unless the announcement specifies a different effective date or time.
(7) Unless a record date for determining members who may take an action without a meeting under this section is set in accordance with ORS § 65.207 or 65.221, the record date is the date of the electronic mail announcement described in subsection (2)(a) of this section.
(8) Members may use electronic mail to discuss an issue that comes before the members. [2019 c.174 § 4; 2021 c.389 § 1]