Oregon Statutes 65.327 – Removal of directors by judicial proceeding
(1) The circuit court of the county where a corporation‘s principal office is located, or, if the principal office is not in this state, where the corporation‘s registered office was last located, may remove any director of the corporation from office in a proceeding commenced by the corporation, by at least 10 percent of the members of any class entitled to vote for directors, or by the Attorney General in the case of a public benefit corporation if the court finds that:
Terms Used In Oregon Statutes 65.327
- 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
- Class: means a group of memberships that have the same rights, including rights that are determined by a formula that is applied uniformly, with respect to voting, dissolution, redemption and transfer. 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
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- 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
- 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
- Proceeding: means a civil, criminal, administrative or investigatory action. See Oregon Statutes 65.001
- Public benefit corporation: means a domestic corporation that:
(a) Is formed as a public benefit corporation under ORS § 65. See Oregon Statutes 65.001
- Religious corporation: means a domestic corporation that is formed as a religious corporation under 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
(a) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or the director has violated a duty set forth in ORS § 65.357 to 65.367 or 65.377; and
(b) Removal is in the best interest of the corporation.
(2) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.
(3) If members or the Attorney General commences a proceeding under subsection (1) of this section, the corporation must be made a party defendant.
(4) A public benefit corporation or the members of the public benefit corporation who commence a proceeding under subsection (1) of this section shall give the Attorney General written notice of the proceeding.
(5) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section. [1989 c.1010 § 79; 2019 c.174 § 56]