Oregon Statutes 65.247 – Cumulative voting for directors
(1) If the articles of incorporation or bylaws provide for cumulative voting by members, members may vote cumulatively by multiplying the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.
Terms Used In Oregon Statutes 65.247
- 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
- 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
- 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
- Notice: means a notice described in ORS § 65. 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) Cumulative voting is not authorized at a particular meeting unless:
(a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(b) A member gives notice during the meeting and before the vote is taken of the member’s intent to vote cumulatively, and if one member gives this notice all other members participating in the election may vote cumulatively without giving further notice.
(3)(a) Except as provided in paragraph (b) of this subsection, members may, without cause, remove a director who was elected by cumulative voting if the members act in accordance with ORS § 65.324.
(b) A proposal to remove a director who was elected by cumulative voting fails if the number of votes that members cast against the proposal to remove the director, or that fail to consent in writing to the removal, would have been sufficient to elect the director under these circumstances:
(A) The members had voted cumulatively at an election that occurred at the time the director was last elected;
(B) All directors authorized to serve on the board of directors were subject to election at that time; and
(C) If during the election:
(i) The members had cast the same total number of votes; or
(ii) All memberships entitled to vote were voted, if the election was by written ballot.
(4) Members may not vote cumulatively if the directors and members are identical. [1989 c.1010 § 65; 2019 c.174 § 49]