Oregon Statutes 65.464 – Amendment by directors and members
Except as provided in ORS § 65.241 and 65.244:
Terms Used In Oregon Statutes 65.464
- 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
- 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
(1) A corporation‘s board of directors may amend or repeal the corporation‘s bylaws unless:
(a) The articles of incorporation or this chapter reserve the power to amend or repeal exclusively to the members, or to a party authorized under ORS § 65.467, or both, in whole or in part; or
(b) The members entitled to vote on bylaws, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw.
(2) A corporation’s members entitled to vote on bylaws, subject to ORS § 65.467, may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by the corporation’s board of directors. [1989 c.1010 § 116; 2019 c.174 § 80]