Oregon Statutes 65.331 – Removal of designated or appointed directors
(1) A designated director may be removed by an amendment to the articles of incorporation or bylaws that deletes or changes the designation.
Terms Used In Oregon Statutes 65.331
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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
- Designated director: means a director that the articles of incorporation or the bylaws designate as a director in a manner that identifies a specific individual or a group of individuals. 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
- Notice: means a notice described in ORS § 65. See Oregon Statutes 65.001
- Person: means an individual or an entity. See Oregon Statutes 65.001
- Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
- Written: means embodied as a document. See Oregon Statutes 65.001
(2)(a) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person that appointed the director or by the board of directors.
(b) The person that removes the appointed director shall give written notice of the removal to the appointed director and, if the person that removes the appointed director is the person that appointed the director, to either the presiding officer of the board or the corporation‘s president or secretary.
(c) Removal of an appointed director is effective when the notice is effective under ORS § 65.034 unless the notice specifies a future effective date. [1989 c.1010 § 78; 2019 c.174 § 57]