ORS 65.437¹
Amendment by board of directors and members

(1) Unless this chapter, the articles of incorporation, bylaws, the members acting in accordance with subsection (2) of this section or the board of directors acting in accordance with subsection (3) of this section require a greater vote or voting by class, adopting an amendment to a corporation’s articles of incorporation requires approval:

(a) By the board if the corporation is a public benefit corporation or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors or the method or way in which directors are elected or selected;

(b) Except as provided in ORS 65.434 (Amendment by directors) (1), by the members entitled to vote on articles of incorporation of a mutual benefit corporation by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, and for articles of incorporation of a public benefit corporation or religious corporation a majority of the votes cast; and

(c) In writing by any person or persons whose approval is required for an amendment to the articles of incorporation as authorized by ORS 65.467 (Approval by third persons).

(2) The members entitled to vote on articles of incorporation may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis.

(3) If the board of directors initiates an amendment to the articles of incorporation or board approval is required by subsection (1) of this section to adopt an amendment to the articles of incorporation, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis. For the amendment to be adopted, the board of directors shall, except in those cases described in subsection (1)(a) of this section, adopt a resolution setting forth the proposed amendment and directing that the amendment be submitted to a vote at a meeting of members, which may be either an annual or special meeting.

(4) If the board of directors or the members entitled to vote on articles of incorporation seek to have the amendment approved by such members at a membership meeting, the corporation shall give notice to such members of the proposed membership meeting in writing in accordance with ORS 65.214 (Notice of meeting). The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(5) If the board of directors or the members entitled to vote on articles of incorporation seek to have the amendment approved by such members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment. [1989 c.1010 §109; 2019 c.174 §74]

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