Oregon: Corporate Board Meeting and Written-Consent Requirements

Requirements one by one

The board ordinarily directs the corporation

Oregon's governing statute is the Oregon Business Corporation Act, ORS Chapter
60. Under § 60.301, corporate powers ordinarily are exercised by or under the
board's authority and the corporation's affairs are managed under its
direction, subject to the articles or a qualifying shareholder agreement.

Section 60.307 requires one or more individual directors, with the number
specified or fixed in accordance with the articles or bylaws.

Ordinary callers and adjournment depend on governing documents

Section 60.337 permits regular and special meetings in or outside Oregon, but
the board-meeting provisions do not name a default ordinary caller or general
adjournment procedure. The current articles and bylaws therefore matter for
those mechanics.

Oregon has a separate catastrophic-emergency route. Section 60.064 permits
emergency bylaws to change call procedures, quorum, and substitute-director
rules when a quorum cannot readily be assembled. Section 60.081 then permits
notice to only those directors practicable to reach, by any practicable method,
and lets officers be treated as directors as needed for quorum.

Special meetings default to two days' notice

Regular meetings may occur without notice unless the articles or bylaws say
otherwise. Special meetings require at least two days' notice of date, time,
and place unless those documents set a longer or shorter period. Purpose is
not required unless the articles or bylaws require it.

Section 60.034 permits tangible, reasonable oral, and qualifying electronic
delivery. A director's written, signed waiver must identify the meeting and be
filed with the minutes or records. Attendance also waives notice unless the
director timely objects and then does not vote for or assent to the action.

Remote participation must be simultaneous

Unless the articles or bylaws provide otherwise, § 60.337(2) lets the board
permit any or all directors to use a communication method through which all
participants can simultaneously hear each other. Qualifying participation
counts as presence in person. An asynchronous email exchange is not a remote
meeting under that standard.

Fixed and variable boards use different quorum baselines

For a fixed board, § 60.351 uses the fixed number of directors. For a
variable-range board, it uses the prescribed number or, if none is prescribed,
the number in office immediately before the meeting begins. A majority of the
relevant number is the default quorum.

The articles or bylaws may require more or authorize less, but a reduced quorum
cannot be below one-third of the fixed or prescribed number. The ordinary vote
rule requires quorum when the vote is taken, so it does not preserve action
after quorum has been lost.

A majority present acts, and presence can imply assent

With quorum present, the affirmative vote of a majority of directors present is
the ordinary act of the board unless the articles or bylaws require more.

A present director is deemed to assent unless the director timely objects to
the meeting, has dissent or abstention entered in the minutes, or gives written
notice to the presiding officer before adjournment or to the corporation
immediately afterward. A director who voted in favor cannot use that dissent or
abstention route.

Written action defaults to unanimity and permits electronic delivery

Unless the articles or bylaws provide otherwise, § 60.341 requires action by
all board members. One or more written consents must describe the action, each
director must sign, and the consents must be included in the minutes or filed
with the corporate records.

The action becomes effective when the last director signs unless the consent
specifies an earlier or later effective date. Section 60.034 expressly permits
electronic delivery of a director's written consent, subject to the governing-
document, revocation, and failed-delivery rules in that section. The consent
section states no separate revocation or nonconsenter-notice procedure.

Committees may have one director but retain listed limits

Section 60.354 lets the board create one or more committees and appoint one or
more directors to each. Creation and appointment require the greater of a
majority of all directors in office or the governing-document number required
for board action. Sections 60.337 through 60.351 apply to committees.

A committee cannot authorize distributions outside a board-prescribed formula
or limit, approve or propose shareholder-required action, fill board vacancies
or most committee vacancies, or adopt, amend, or repeal bylaws. The board may
appoint alternates, and the statute provides a unanimous present-member
substitution route unless the governing documents or creating resolution say
otherwise.

Permanent records and defective-action repair are separate layers

Section 60.771 requires permanent minutes of board meetings and permanent
records of board action without a meeting and committee action taken in the
board's place. Records must be documents capable of conversion into tangible
written form within a reasonable time.

Sections 60.270 through 60.291 separately provide ratification and validation
routes for defective corporate action. The board notice must identify the act,
date, and authorization failure, and shareholder approval and later notice may
be required. That repair system does not replace the ordinary meeting and
consent rules.

Director duties, conflicts, public/benefit-company rules, securities issues,
and disputed authority likewise remain separate from this procedural survey.

What trips people up

Electronic delivery is not unconditional. An electronic notice revocation,
governing-document prohibition, or repeated failed delivery can trigger the
specific rules in § 60.034.

The variable-board formula can use a prescribed number even when vacancies
exist. If no number within the range has been prescribed, the denominator
instead becomes the number in office immediately before the meeting begins.

A one-director committee is possible, but creating and staffing it still uses
the board-wide approval threshold in § 60.354(2).

Common questions

Can the articles or bylaws change the unanimous-consent default?

Yes. Section 60.341 begins with “Unless the articles of incorporation or bylaws
provide otherwise.” The governing documents must be checked before assuming
that statutory unanimity controls.

Must a written notice waiver identify the meeting?

Yes. Section 60.347 requires the signed written waiver to specify the meeting
for which notice is waived and to be filed with the minutes or corporate
records.

Does abstaining automatically preserve dissent?

No. The abstention or dissent must be entered in the minutes or preserved by
the statutory written-notice route, unless the director timely objected to the
meeting itself. A director who votes for the action cannot later use the
statutory dissent or abstention route.

Statutes and sources

• ORS 60.001, 60.034, and 60.951 — corporation, document, delivery, signature,
  electronic-transmission, notice, and Act-name rules.
• ORS 60.064 and 60.081 — emergency bylaws, practicable notice, substitute
  directors, and catastrophic-event boundary.
• ORS 60.301, 60.307, and 60.337 through 60.354 — board authority and size,
  meetings, remote participation, consent, notice, waiver, quorum, voting,
  dissent, and committees.
• ORS 60.270 through 60.291, 60.357, 60.361, and 60.771 — defective-action
  repair, separate duty/conflict rules, and permanent board/committee records.

All cited provisions are in the current official 2025 Edition of ORS Chapter
60, accessed August 16, 2026:
https://www.oregonlegislature.gov/bills_laws/ors/ors060.html