Oregon Statutes 65.211 – Action without meeting
(1) Unless a corporation‘s articles of incorporation or bylaws specify that a members’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date. If in taking an action without a meeting the corporation complies with the requirements of ORS § 65.212, the requirements in this subsection that all members entitled to vote on the action must take the action and must sign a written consent describing the action do not apply.
Terms Used In Oregon Statutes 65.211
- 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
- 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
- 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
- Record date: means the date established under ORS § 65. See Oregon Statutes 65.001
- Sign: means to indicate a present intent to authenticate or adopt a document by:
(a) Affixing a symbol to the document;
(b) Inscribing or affixing a manual, facsimile or conformed signature on the document; or
(c) Attaching to, or logically associating with, an electronic transmission any electronic sound, symbol or process, including an electronic signature. 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
- Written: means embodied as a document. See Oregon Statutes 65.001
(2) If not otherwise determined under ORS § 65.207 or 65.221, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section.
(3) A consent signed under this section has the effect of a meeting vote and may be described as a meeting vote in any document. [1989 c.1010 § 55; 2019 c.174 § 40]