ORS 65.464¹
Amendment by directors and members

Except as provided in ORS 65.241 (Quorum requirements) and 65.244 (Voting requirements):

(1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:

(a) The articles of incorporation or this chapter reserve the power to amend or repeal exclusively to the members, or to a party authorized under ORS 65.467 (Approval by third persons), or both, in whole or in part; or

(b) The members entitled to vote on bylaws, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw.

(2) A corporation’s members entitled to vote on bylaws, subject to ORS 65.467 (Approval by third persons), may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by the corporation’s board of directors. [1989 c.1010 §116; 2019 c.174 §80]

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