(1)(a) Members that are not physically present for a membership meeting may participate in, be deemed present in person at and vote at the membership meeting if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board adopts.

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Terms Used In Oregon Statutes 65.205

  • 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
  • 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
  • Membership: means the rights and obligations a member has under this chapter. 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
  • 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
  • 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

(b) Before a board of directors may authorize members to participate in a membership meeting by remote communication, the corporation shall implement measures to:

(A) Verify that a person that is participating in the membership meeting by remote communication is a member; and

(B) Ensure that a member may participate by remote communication in an effective manner.

(c) The corporation shall maintain a record of the vote or other action of a member that participates in a membership meeting by remote communication.

(2) A notice of a membership meeting at which the board authorizes participation by remote communication shall state that the board authorizes participation by remote communication and shall describe how a member may notify the corporation that the member intends to participate in the membership meeting by remote communication. [2013 c.274 § 16]

 

65.205 was added to and made a part of ORS Chapter 65 by legislative action but was not added to any smaller series therein. See Preface to Oregon Revised Statutes for further explanation.