Corporate Officer Appointment, Duties, Removal, and Vacancy Requirements in Oregon

At a glance

Requirements one by one

Oregon requires a president and secretary

ORS § 60.371(1) requires the bylaws-described or board-appointed roster to include a president and secretary. The secretary prepares director and shareholder meeting minutes and authenticates corporate records. Initial directors appoint officers during organization under § 60.057, and a duly appointed officer may appoint officers or assistants when the bylaws or board authorize that route.

A qualifying shareholder agreement can override the ordinary chain. Under § 60.265, an all-shareholder agreement in the articles, bylaws, or a signed writing made known to the corporation may establish the officers, their terms, and the manner of selection or removal.

Duties and certificate signatures follow authorized designations

ORS § 60.374 sends each officer's authority and duties first to the bylaws and then, consistently, to the board or a board-authorized officer that prescribes other officers' duties. The corporation also keeps permanent action records and a current internal officer list under § 60.771.

Each share certificate must be signed by two officers designated in the bylaws or by the board under § 60.161(4). The certificate remains valid if a signer leaves office before issuance.

One individual may hold multiple offices

ORS § 60.371(4) permits the same individual to hold multiple offices at the same time. The officer subpart states no general requirement that an officer also be a director or shareholder or reside in Oregon.

Resignation may be oral, later-effective, and hard to withdraw

An officer resigns by delivering notice to the corporation. ORS § 60.034(1) makes notice written unless oral notice is reasonable in the circumstances and allows qualifying electronic delivery. Under § 60.381(1), resignation is effective when notice becomes effective unless it states a later time.

If the corporation accepts that future time, the board or appointing officer may fill the pending vacancy before then, but must delay the successor's start. Once the notice is delivered, § 60.381(3) makes it irrevocable unless the board permits revocation.

Removal follows the appointment chain, with agreement and court exceptions

ORS § 60.381(2) permits removal at any time, with or without cause, by the board, by the appointing officer unless the bylaws or board provide otherwise, or by another officer authorized by the bylaws or board. Ordinary board action at a meeting uses the majority-present rule in § 60.351(3) when a quorum exists, subject to the governing documents.

The all-shareholder agreement route may set a different manner of removal. In the specific private-company shareholder proceeding described by § 60.952(1), the circuit court's listed remedies include removing an officer or appointing an individual as an officer. This page identifies that statutory route but does not predict whether its litigation predicates are met.

ORS § 60.384 says appointment alone creates no contract rights and that removal or resignation does not affect existing rights of the corporation or officer.

The anniversary report publicly names both required officers

ORS § 60.787 requires the annual report by the corporation's anniversary and lists the president's and secretary's names and addresses. The information must be current as of 30 days before the anniversary. The corporation may file an annual-report amendment or pre-first-report change statement to update eligible information.

The officer subpart has no default fixed term, successor-qualified holdover, general failure-to-elect consequence, or general vacancy procedure beyond the accepted later-effective resignation route. A compliant shareholder agreement may set officer terms, ordinarily for its stated duration or the statutory 10-year default.

What trips people up

• Both titles are statutory. Oregon does not use a function-only roster; the ordinary corporation must have both a president and a secretary.
• Delivered resignation is not freely retractable. The board must permit revocation after delivery, even though the appointing officer may participate in filling an accepted later-effective vacancy.
• The shareholder-agreement exception has formalities and an endpoint. All current shareholders must approve or sign the qualifying instrument, and it ceases when the shares become exchange-listed or NASDAQ-quoted.
• A court route exists but is not routine board procedure. Appointment or removal under § 60.952 is a remedy in the defined close-corporation shareholder proceeding, not a substitute for an ordinary internal resolution.

Common questions

May the president and secretary be the same person?

Yes. Section 60.371(4) allows one individual to hold multiple offices, while the corporation must still maintain both required titles and functions.

Can an officer appoint an assistant secretary?

Yes, if the appointing officer was duly appointed and the bylaws or board grant the appointment authority. The power is not automatic.

Does removal end an employment contract?

Not by itself. Section 60.384 preserves existing contract rights after removal or resignation. Employment, compensation, severance, and related remedies depend on the actual agreement and other law.

Does the public annual report list every officer?

No. Section 60.787 specifically requires the president and secretary. The corporation separately keeps a current internal list of all officers under § 60.771.

Statutes and sources

• ORS § 60.034(1)-(4), (7) — governs written, oral, electronic, addressed, delivered, and effective notice.
• ORS § 60.057(1)-(2) — assigns initial officer appointment.
• ORS § 60.161(4)-(5) — requires two designated-officer signatures on share certificates and preserves validity after a signer leaves.
• ORS § 60.265(1)-(4) — permits qualifying shareholder agreements to set officers, terms, selection, and removal and states their public-market endpoint.
• ORS § 60.351(1)-(3) — supplies board quorum and voting rules.
• ORS § 60.371 — requires president and secretary and governs delegated appointment, secretary functions, and multiple offices.
• ORS § 60.374 — assigns officer authority and duties.
• ORS § 60.377(1)-(3) — states officer standards and permitted reliance.
• ORS § 60.381 — governs resignation, later effectiveness, revocation, removal, and the appointing-officer definition.
• ORS § 60.384 — separates office changes from contract rights.
• ORS § 60.771(1), (5) — requires corporate records and the internal officer list.
• ORS § 60.787(1)-(5) — governs the president/secretary annual-report disclosure and updates.
• ORS § 60.952(1)-(2) — authorizes officer appointment or removal as a listed remedy in the qualifying close-corporation shareholder proceeding.

Official text: Oregon Legislative Assembly, 2025 Edition ORS Chapter 60, linked in the frontmatter above; accessed August 24, 2026.