Business Corporation Board Committee Creation and Delegation in Oregon

At a glance

Requirements one by one

Creation and membership

Under ORS 60.354(1)–(2), an Oregon board may create a committee and appoint one or more directors. Creation and appointment require the greater of a majority of directors in office or the article/bylaw number for action under ORS 60.351, unless the chapter supplies another rule. A separate ORS 60.404(2)(b) committee may make an indemnification determination when a quorum of nonparty directors cannot be obtained; it must have two or more directors who are not parties to the proceeding.

Alternates, delegation, and limits

The board may appoint director alternates. Unless the articles, bylaws, or creating resolution provide otherwise, nondisqualified members present may unanimously appoint another director temporarily for an absent or disqualified member (ORS 60.354(7)). A committee exercises board powers only to the extent specified by the board, articles, or bylaws. Subsection (5) bars shareholder-required acts, filling board or committee vacancies, and changing bylaws; distributions require a board-prescribed formula, method, or limits. Subsection (6) says delegation alone does not establish a director's conduct compliance.

Procedure and records

ORS 60.354(3) applies the board meeting and action provisions to committees. ORS 60.351 ordinarily requires a majority quorum and, with quorum, a majority of directors present to act, subject to its document variations. ORS 60.341 normally requires all directors' written consent for action without a meeting. ORS 60.771(1) requires permanent records of actions a committee takes in place of the board.

What trips people up

The temporary replacement route in ORS 60.354(7) addresses absence or disqualification, while subsection (5)(c) bars filling a vacancy. The committee section does not separately prohibit share issuance or merger, but the committee still needs delegated authority and cannot take shareholder-required action. It contains no express committee-created subcommittee route.

Common questions

Can one director serve on a committee alone?

Yes. ORS 60.354(1) permits one or more director members unless the chapter, articles, or bylaws provide otherwise. The separate ORS 60.404(2)(b) indemnification committee needs at least two nonparty directors.

Does written consent require a meeting notice?

ORS 60.341 permits action without a meeting when all directors take the action and sign written consents, unless the articles or bylaws provide otherwise. ORS 60.354(3) applies that rule to committees.

Statutes and sources

• ORS 60.354 — Oregon Legislature, Chapter 60. Accessed 2026-09-26.
• ORS 60.351 — Oregon Legislature, Chapter 60. Accessed 2026-09-26.
• ORS 60.341 — Oregon Legislature, Chapter 60. Accessed 2026-09-26.
• ORS 60.771 — Oregon Legislature, Chapter 60. Accessed 2026-09-26.
• ORS 60.404 — Oregon Legislature, Chapter 60. Accessed 2026-09-26.