Oregon Statutes 60.331 – Vacancy on board
(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
Terms Used In Oregon Statutes 60.331
- Articles of incorporation: means the articles described in ORS § 60. See Oregon Statutes 60.001
- Quorum: The number of legislators that must be present to do business.
- Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Oregon Statutes 60.001
(a) The shareholders may fill the vacancy;
(b) The board of directors may fill the vacancy; or
(c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) If the vacant office is filled by the shareholders and was held by a director elected by a voting group of shareholders, then only the holders of shares of that voting group are entitled to vote to fill the vacancy.
(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at later date under ORS § 60.321 (2) or otherwise may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [1987 c.52 § 77]