ORS 65.144¹

Rights and obligations of members

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, members of the corporation have the same rights and obligations. The articles of incorporation or bylaws may establish classes of membership with different rights or obligations. Rights that members have, unless the corporation’s articles of incorporation or bylaws provide otherwise, include rights to:

(a) Elect directors, as provided in ORS 65.311 (Election, designation and appointment of directors);

(b) Remove directors, as provided in ORS 65.324 (Removal of directors elected by members or directors);

(c) Vote on any change to the number of directors, including a change to a fixed number of directors, a change to a variable range in the number of possible directors or a change from a fixed number of directors to a variable range in the number of possible directors, as provided in ORS 65.307 (Number of directors);

(d) Vote to sell, transfer, lease, exchange, option, convey or otherwise dispose of the corporation’s assets or to merge the corporation’s assets with the assets of another entity, as provided in ORS 65.803 (Hospitals operated by nonprofit corporation);

(e) Vote to dissolve the corporation, as provided in ORS 65.624 (Dissolution by directors, members and third persons); and

(f) Approve a conflict of interest transaction, as provided in ORS 65.361 (Director conflict of interest), if the member is a voting member of a mutual benefit corporation.

(2) Notwithstanding a provision in a corporation’s articles of incorporation or bylaws, a member has a right to:

(a) Vote on an action or an amendment to the articles of incorporation if the action or amendment would reduce or eliminate the member’s right to vote; and

(b) Inspect and copy the corporation’s records, as provided in ORS 65.774 (Inspection of records by members). [1989 c.1010 §42; 2019 c.174 §31]