ORS 65.327¹
Removal of directors by judicial proceeding

(1) The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the corporation’s registered office was last located, may remove any director of the corporation from office in a proceeding commenced by the corporation, by at least 10 percent of the members of any class entitled to vote for directors, or by the Attorney General in the case of a public benefit corporation if the court finds that:

(a) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or the director has violated a duty set forth in ORS 65.357 (General standards for directors) to 65.367 (Liability for unlawful distributions) or 65.377 (Standards of conduct for officers); and

(b) Removal is in the best interest of the corporation.

(2) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.

(3) If members or the Attorney General commences a proceeding under subsection (1) of this section, the corporation must be made a party defendant.

(4) A public benefit corporation or the members of the public benefit corporation who commence a proceeding under subsection (1) of this section shall give the Attorney General written notice of the proceeding.

(5) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section. [1989 c.1010 §79; 2019 c.174 §56]

1 Legislative Counsel Committee, CHAPTER 65—Nonprofit Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors065.­html (2019) (last ac­cessed May 16, 2020).
 
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. Currency Information