Oregon Statutes 65.227 – Voting entitlement of members
(1) Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter on which the members vote. Except as expressly prohibited in this chapter, the articles of incorporation or bylaws may provide for different allocations of votes among member classes or exclude the members or some or all member classes from voting on any issue on which a member or class of members would otherwise be entitled to vote under this chapter.
Terms Used In Oregon Statutes 65.227
- 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
- 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
- Person: means an individual or an entity. 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
- 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
(2) Unless the articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, with respect to voting the persons’ acts have the following effect:
(a) If only one person votes, the person’s act binds all persons in whose names the membership stands; and
(b) If more than one person votes, the vote is divided on a pro rata basis among the persons in whose names the membership stands.
(3) If a class is entitled to vote as a class for directors, a determination of the voting power of the class must be based on the percentage of the number of directors the class may elect out of the total number of authorized directors. [1989 c.1010 § 61; 1991 c.231 § 3; 2013 c.158 § 29; 2013 c.274 § 11; 2019 c.174 § 45]