2011 ORS § 100.417¹
Board of directors of association
  • powers and duties

(1) The board of directors of an association of unit owners may act on behalf of the association except as limited by the declaration or bylaws. In the performance of their duties, officers and members of the board of directors shall be governed by this section and the applicable provisions of ORS 65.357 (General standards for directors), 65.361 (Director conflict of interest), 65.367 (Liability for unlawful distributions), 65.369 (Liability of qualified directors) and 65.377 (Standards of conduct for officers) whether or not the association is incorporated under ORS chapter 65.

(2) Subject to subsection (8) of this section, unless otherwise provided in the bylaws, the board of directors of an association may fill vacancies in its membership for the unexpired portion of any term.

(3) At least annually, the board of directors of an association shall review the insurance coverage of the association.

(4) The board of directors of the association annually shall cause to be filed the necessary income tax returns for the association.

(5) The board of directors of the association may record a statement of association information as provided in ORS 94.667 (Recording association information with county clerk).

(6) The board of directors, in the name of the association, shall maintain a current mailing address.

(7) The board of directors shall cause to be maintained and kept current the information required to enable the association to comply with ORS 100.480 (Maintaining documents and records) (11).

(8)(a) Unless otherwise provided in the declaration or bylaws, at a meeting of the unit owners at which a quorum is present, the unit owners may remove a director from the board of directors, other than directors appointed by the declarant or individuals who are ex officio directors, with or without cause, by a majority vote of unit owners who are present and entitled to vote.

(b) Notwithstanding contrary provisions in the declaration or bylaws:

(A) Before a vote to remove a director, unit owners must give the director whose removal has been proposed an opportunity to be heard at the meeting.

(B) The unit owners must vote on the removal of each director whose removal is proposed as a separate question.

(C) Removal of a director by unit owners is effective only if the matter of removal was an item on the agenda and was stated in the notice of the meeting required under ORS 100.407 (Annual and special meetings of association).

(c) A director who is removed by the unit owners remains a director until a successor is elected by the unit owners or the vacancy is filled as provided in subsection (9) of this section.

(9) Unless the declaration or bylaws specifically prescribe a different procedure for filling a vacancy created by the removal of a director by unit owners, the unit owners shall fill a vacancy created by the removal of a director by the unit owners at a meeting of unit owners. The notice of the meeting must state that filling a vacancy is an item on the agenda. [1999 c.677 §63; 2001 c.756 §42; 2003 c.569 §32; 2009 c.641 §37; 2011 c.532 §11]

Note: 100.417 (Board of directors of association) was added to and made a part of ORS chapter 100 by legislative action but was not added to any smaller series therein. See Preface to Oregon Revised Statutes for further explanation.