Oregon Statutes 65.337 – Regular and special meetings
(1) If the time and place of a board of directors‘ meeting is fixed by the bylaws, or is scheduled by the board of directors in a manner that informs all directors of the time and place without additional notice, the meeting is a regular meeting. All other meetings are special meetings.
Terms Used In Oregon Statutes 65.337
- 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
- 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
- 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
(2) The board of directors may hold regular or special meetings in or out of this state.
(3) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously communicate during the meeting.
(4) If a meeting is conducted in accordance with subsection (3) of this section:
(a) All participating directors must be informed that a meeting is taking place at which official business may be transacted; and
(b) A director participating in the meeting is, for the purposes of transacting any official business, present in person at the meeting. [1989 c.1010 § 82; 2005 c.161 § 1; 2019 c.174 § 60]