(1) Notice may be oral or written unless otherwise specified for a particular kind of notice.

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Terms Used In Oregon Statutes 65.034

  • 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
  • Class: means a group of memberships that have the same rights, including rights that are determined by a formula that is applied uniformly, with respect to voting, dissolution, redemption and transfer. 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
  • Director: means an individual who acts as a member of the board of directors, who has a right to vote on questions concerning the management and regulation of a corporation's affairs and who is:

    (a) An appointed director;

    (b) A designated director; or

    (c) A director elected by the incorporators, directors or members. See Oregon Statutes 65.001

  • Domestic corporation: means a nonprofit corporation that is not a foreign corporation and that is incorporated under or subject to the provisions of this chapter. See Oregon Statutes 65.001
  • Foreign corporation: means a corporation that is organized under laws other than the laws of the state and that would be a nonprofit corporation if organized under the laws of the state. 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
  • Notice: means a notice described in ORS § 65. See Oregon Statutes 65.001
  • Person: means an individual or an entity. See Oregon Statutes 65.001
  • Principal office: means the physical street address of the place, in or out of this state, where the principal executive offices of a domestic corporation or foreign corporation are located and that is designated as the principal office in the most recent annual report filed in accordance with ORS § 65. See Oregon Statutes 65.001
  • United States: means the federal government or a district, authority, bureau, commission, department or any other agency of the United States. See Oregon Statutes 65.001
  • Written: means embodied as a document. See Oregon Statutes 65.001

(2) Notice may be communicated in person, by telephone, electronically or by mail or private carrier, including publication in a newsletter or similar document mailed to a member‘s or director‘s address. If personal notice is not possible, notice may be communicated by a newspaper of general circulation in the area where the meeting is to be held, or by radio, television or other form of public broadcast communication.

(3) A notice is effective only if the notice is communicated in a comprehensible form.

(4) Oral notice is effective when communicated.

(5)(a) Electronic notice in writing is effective at the earlier of:

(A) When the notice is received; or

(B) Two days after the notice is sent, if the notice is correctly addressed.

(b) Notice by mail or private carrier is effective at the earlier of:

(A) Five days after the notice is deposited in the United States mail, if the notice is correctly addressed and has first class postage affixed;

(B) On the date shown on the return receipt, if the notice is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

(C) On the date that the articles of incorporation or bylaws specify with respect to notice to members or directors.

(6)(a) Written notice is correctly addressed to a member or director of a corporation if the notice is addressed to the most recent address the member or director provided for receiving notice from the corporation.

(b) A written notice or report delivered as part of a newsletter, magazine or other publication sent to a member constitutes a written notice or report if the newsletter, magazine or other publication is addressed or delivered to the member’s address as the address appears in the corporation’s current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation’s current list of members, if the newsletter, magazine or other publication is addressed or delivered to one of the members at the address appearing on the current list of members.

(c) Written notice is correctly addressed to a domestic corporation or a foreign corporation that is authorized to transact business in this state, other than in the corporation’s capacity as a member, if the notice is addressed to the corporation’s registered agent or, if the corporation does not have a registered agent on record, to the principal office shown in the corporation’s most recent annual report or, if the corporation has not filed an annual report, in the articles of incorporation or in the corporation’s application for a certificate of authority to do business.

(7) If ORS § 65.214 or any other provision of this chapter prescribes different notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe different notice requirements that are more stringent than the provisions of this section or other provisions of this chapter, the requirements in the articles of incorporation or bylaws govern. [1989 c.1010 § 15; 2019 c.174 § 15]

 

(Private Foundations)