Action without meeting
(1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date.
(2) If not otherwise determined under ORS 65.207 (Court-ordered meeting) or 65.221 (Record date), the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. [1989 c.1010 §55]
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