2017 ORS 60.354¹
Committees
  • powers
  • limitations

(1) Unless this chapter, the articles of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on each committee.

(2) Unless this chapter provides otherwise, the creation of a committee and appointment of members to it must be approved by the greater of:

(a) A majority of all the directors in office when the action is taken; or

(b) The number of directors required by the articles of incorporation or bylaws to take action under ORS 60.351 (Quorum and voting).

(3) ORS 60.337 (Meetings) to 60.351 (Quorum and voting) apply both to committees of the board and to members of the committees.

(4) Except as provided in subsection (5) of this section, to the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under ORS 60.301 (Requirement for and duties of board of directors).

(5) A committee may not:

(a) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;

(b) Approve or propose to shareholders action that this chapter requires be approved by shareholders;

(c) Fill vacancies on the board of directors or, subject to subsection (7) of this section, on any of its committees; or

(d) Adopt, amend or repeal bylaws.

(6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in ORS 60.357 (General standards for directors).

(7) The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the articles of incorporation, the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint a director to act in place of the absent or disqualified member. [1987 c.52 §84; 1989 c.1040 §22; 1991 c.883 §6; 1993 c.403 §5; 2003 c.80 §12]

Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet defini­tion for “shareholder” does not have statutorily created inspec­tion rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

This chapter as authorizing partnership of corpora­tion and individual; validity of partnership between a private corpora­tion and an individual when corpora­tion charter so provides, (1972) Vol 36, p 94

Law Review Cita­tions

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)

1 Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.