Oregon Statutes 65.222 – Action by written ballot
(1) Unless prohibited or limited by the articles of incorporation or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
Terms Used In Oregon Statutes 65.222
- 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
- Quorum: The number of legislators that must be present to do business.
- 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) A written ballot must:
(a) Set forth each proposed action; and
(b) Provide an opportunity to vote for or against each proposed action.
(3)(a) Approval by written ballot pursuant to this section is valid only when:
(A) The number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action; and
(B) The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(b) For the purposes of this subsection, the number of votes cast by ballot constitutes a quorum if the number of members who attend a meeting constitutes a quorum.
(4) All solicitations for votes by written ballot must:
(a) Indicate the number of responses needed to meet the quorum requirements;
(b) State the percentage of approvals necessary to approve each matter other than election of directors; and
(c) Specify a reasonable time by which a ballot must be received by the corporation in order to be counted.
(5) Except as otherwise provided in the articles of incorporation or bylaws, a written ballot may not be revoked. [1989 c.1010 § 59; 2019 c.174 § 43]
(Voting)