Oregon Statutes 65.204 – Special meeting
(1) A corporation with members shall hold a special meeting of members:
Terms Used In Oregon Statutes 65.204
- Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
- Board of directors: means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals. 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
- Deliver: means to transfer by any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. 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
- Record date: means the date established under ORS § 65. See Oregon Statutes 65.001
- Remote communication: means any method by which a person that is not physically present at the location at which a meeting occurs may nevertheless hear or otherwise communicate at substantially the same time with other persons at the meeting and have access to materials necessary to participate or vote in the meeting to the extent of the person's authorization to participate or vote. See Oregon Statutes 65.001
- Sign: means to indicate a present intent to authenticate or adopt a document by:
(a) Affixing a symbol to the document;
(b) Inscribing or affixing a manual, facsimile or conformed signature on the document; or
(c) Attaching to, or logically associating with, an electronic transmission any electronic sound, symbol or process, including an electronic signature. See Oregon Statutes 65.001
- Voting power: means the total number of votes entitled to be cast on an issue at the time the determination of voting power is made, excluding a vote that is contingent upon a condition or event occurring that has not occurred at the time. See Oregon Statutes 65.001
- Written: means embodied as a document. See Oregon Statutes 65.001
(a) At the call of the corporation‘s board of directors or of the person or persons that the articles of incorporation or bylaws authorize to call the meeting; or
(b) Except as provided in the articles of incorporation or bylaws, if the holders of at least five percent of the voting power of any corporation sign, date and deliver to the corporation’s secretary one or more written demands for the meeting that describe the purpose or purposes for which the meeting is to be held.
(2) If not otherwise fixed under ORS § 65.207 or 65.221, the record date for members entitled to demand a special meeting is the date the first member signs the demand.
(3) If a notice for a special meeting demanded under subsection (1)(b) of this section is not given under ORS § 65.214 within 30 days after the date the written demand or demands are delivered to the corporation’s secretary, or if the date of the meeting is not set within 30 days after the date the notice is given, regardless of the requirements of subsection (4) of this section a person that signs the demand or demands may set the time and place of the meeting and give notice in accordance with ORS § 65.214.
(4) A special meeting of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the board’s specification is consistent with the bylaws. If the board of directors does not determine that the special meeting will occur solely by means of remote communication and a place for the special meeting is not stated in or otherwise fixed in accordance with the bylaws, the special meeting must be held at the corporation’s principal office.
(5) Only matters within the purpose or purposes described in the meeting notice required by ORS § 65.214 may be conducted at a special meeting of members. [1989 c.1010 § 53; 2013 c.274 § 9; 2019 c.174 § 38]