Notice of meeting
(1) A corporation shall give notice of membership meetings in a fair and reasonable manner that is consistent with the corporations bylaws. The corporation must give notice to members entitled to vote at the meeting and to any other person specified in this chapter, the articles of incorporation or the bylaws.
(2) Any notice that conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered, provided, however, that notice of matters referred to in subsection (3)(b) of this section must be given as provided in subsection (3) of this section.
(3) Notice is fair and reasonable if:
(a) The corporation notifies the corporations members of the place, date and time of each meeting in accordance with ORS 65.034 (Notice) no fewer than seven days before the meeting;
(b) Notice of an annual or regular meeting includes a description of any matter or matters that the members must approve under ORS 65.361 (Director conflict of interest), 65.404 (Determination and authorization of indemnification), 65.414 (Application of ORS 65.387 to 65.411) (1)(a), 65.437 (Amendment by board of directors and members), 65.464 (Amendment by directors and members), 65.487 (Action on plan of merger by board, members and third persons), 65.534 (Sale of assets other than in regular course of activities) or 65.624 (Dissolution by directors, members and third persons); and
(c) Notice of a special meeting includes a description of the purpose or purposes for which the meeting is called.
(4) Unless the bylaws require otherwise, if a meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under ORS 65.221 (Record date), notice of the adjourned meeting must be given under this section to the persons who are members as of the new record date. [1989 c.1010 §56; 1991 c.231 §2; 2019 c.174 §41]
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