Amendment by directors
Unless otherwise provided in its articles or bylaws, a corporation with no members with the power to vote on bylaws shall amend its bylaws as provided in this section. The corporation’s incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation’s bylaws subject to any approval required pursuant to ORS 65.467 (Approval by third persons). The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with ORS 65.344 (Call and notice of meetings) (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. [1989 c.1010 §115]
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