(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective under ORS § 65.034 unless the notice specifies a later effective date. If a resignation specifies a later effective date and the corporation accepts the later effective date, the corporation’s board of directors or any other person authorized under the articles of incorporation or bylaws may fill the pending vacancy before the effective date if the board or any other person provides that the successor does not take office until the effective date.

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Terms Used In Oregon Statutes 65.381

  • 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
  • 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
  • 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

(2) A board of directors or any other person authorized under the articles of incorporation or bylaws to elect or appoint an officer may remove any officer the board or any other person is entitled to elect or appoint, at any time with or without cause.

(3) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. [1989 c.1010 § 96; 1991 c.231 § 8; 2019 c.174 § 71]