(1) A director may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing and may be a document that is transmitted electronically. The waiver must also be signed by the director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or the corporate records.

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Terms Used In Oregon Statutes 65.347

  • 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
  • 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
  • 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

(2) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. [1989 c.1010 § 85; 2019 c.174 § 63]

 

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