(1) A corporation must have a president, a secretary, a treasurer and such other officers as are elected or appointed by the board of directors or by any other person as the articles of incorporation or bylaws may authorize, provided that the articles of incorporation or bylaws may designate other titles in lieu of president, secretary and treasurer.

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Terms Used In Oregon Statutes 65.371

  • 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
  • Delegate: means a person who is elected or appointed to vote in a representative assembly for electing a director or directors or on other matters. See Oregon Statutes 65.001
  • Individual: means a natural person, including the guardian of an incompetent individual. 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
  • Public benefit corporation: means a domestic corporation that:

    (a) Is formed as a public benefit corporation under ORS § 65. See Oregon Statutes 65.001

(2) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the board of directors’ meetings and membership meetings and for authenticating records of the corporation.

(3)(a) Except as provided in paragraph (b) of this subsection, the same individual may simultaneously hold more than one office in a corporation and an officer may be, but need not be, a member of the board of directors.

(b) The same individual may not serve simultaneously as the president, secretary and treasurer of a public benefit corporation. [1989 c.1010 § 93; 1991 c.231 § 7; 2019 c.174 § 69]