(1) The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at the corporation’s organizational meeting, shall adopt initial bylaws for the corporation.

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Terms Used In Oregon Statutes 65.061

  • 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

(2) The bylaws may contain any provision for managing and regulating the affairs of the corporation that is consistent with law and the articles of incorporation.

(3) Except with respect to a corporation’s articles of incorporation, provisions in the bylaws control provisions in any other document for managing or regulating the affairs of the corporation. If a provision in the bylaws is inconsistent with a provision in the articles of incorporation, the provision in the articles of incorporation controls. [1989 c.1010 § 25; 2019 c.174 § 20]