2017 ORS 65.204¹
Special meeting

(1) A corporation with members shall hold a special meeting of members:

(a) On call of the corporation’s board of directors or of the person or persons that the articles of incorporation or bylaws authorize to call the meeting; or

(b) Except as provided in the articles or bylaws, if the holders of at least five percent of the voting power of any corporation sign, date and deliver to the corporation’s secretary one or more written demands for the meeting that describe the purpose or purposes for which the meeting is to be held.

(2) If not otherwise fixed under ORS 65.207 (Court-ordered meeting) or 65.221 (Record date), the record date for members entitled to demand a special meeting is the date the first member signs the demand.

(3) If a notice for a special meeting demanded under subsection (1)(b) of this section is not given pursuant to ORS 65.214 (Notice of meeting) within 30 days after the date the written demand or demands are delivered to the corporation’s secretary then, regardless of the requirements of subsection (4) of this section, a person that signs the demand or demands may set the time and place of the meeting and give notice pursuant to ORS 65.214 (Notice of meeting).

(4) A special meeting of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the board’s specification is not inconsistent with the bylaws. If the board of directors does not determine that the special meeting will occur solely by means of remote communication and a place for the special meeting is not stated in or otherwise fixed in accordance with the bylaws, the special meeting must be held at the corporation’s principal office.

(5) Only matters within the purpose or purposes described in the meeting notice required by ORS 65.214 (Notice of meeting) may be conducted at a special meeting of members. [1989 c.1010 §53; 2013 c.274 §9]

1 Legislative Counsel Committee, CHAPTER 65—Nonprofit Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors065.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 OregonLaws.org contains the con­tents of Volume 21 of the ORS, inserted along­side the per­tin­ent statutes. See the preface to the ORS An­no­ta­tions for more information.
 
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.