Oregon Statutes 65.081 – Emergency powers
(1) During an emergency defined in subsection (4) of this section, the board of directors or a corporation may:
Terms Used In Oregon Statutes 65.081
- 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
- 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
- Employee: means an individual that a corporation employs, including an officer or director whom the corporation employs with compensation for services beyond the services of board membership. See Oregon Statutes 65.001
- Notice: means a notice described in ORS § 65. 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
- Quorum: The number of legislators that must be present to do business.
(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; or
(b) Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so.
(2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:
(a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and
(b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for purposes of the meeting, in order of the officer’s rank, and within the same rank in order of seniority, as necessary to achieve a quorum.
(3) Corporate action taken in good faith under this section to further the affairs of the corporation during an emergency binds the corporation. A corporate director, officer, employee or agent shall not be liable for deviation from normal procedures if the conduct was authorized by emergency powers provided in this chapter.
(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some present or imminent catastrophic event. [1989 c.1010 § 30]