2017 ORS 65.341¹
Action without meeting

(1) As used in this section:

(a) “Electronic” has the meaning given that term in ORS 84.004 (Definitions for ORS 84.001 to 84.061).

(b) “Electronic signature” has the meaning given that term in ORS 84.004 (Definitions for ORS 84.001 to 84.061).

(c) “Sign” includes an electronic signature.

(d) “Written” includes a communication that is transmitted or received by electronic means.

(2) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at the board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board of directors. The action shall be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

(3) Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.

(4) 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 §83; 2005 c.161 §2]

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.