Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Oregon

Short answer Oregon treats a board meeting fixed in the bylaws or scheduled so every director knows its time and place as regular; other meetings are special. Regular meetings ordinarily need no additional notice, while special meetings ordinarily need at least two days' notice. A majority of directors in office is the default quorum, a majority of those present ordinarily acts, and directors cannot vote by proxy.

State

Oregon

Statute checked

September 30, 2026

Sources

18 statutes

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At a glance

Governing law and documents	ORS Chapter 65 nonprofit board rules; articles/bylaws may vary notice, remote participation and quorum within the 1/3 floor (§§ 65.337, .344, .351).
Meeting type, caller, and place	Bylaw-fixed or board-scheduled meeting informing all directors is regular; otherwise special; in/out of state; presiding officer, president, or 20% of sitting directors may call unless documents differ (§§ 65.337, .344(3)).
Regular meeting notice	No additional time/place/purpose notice by default; articles, bylaws or chapter may require it (§ 65.344(1)).
Special meeting notice	Default at least 2 days' notice to each director of date, time and place; purpose unnecessary unless documents/chapter require; articles/bylaws may vary period (§ 65.344(2)).
Notice waiver and objection	Signed written/electronic waiver identifies meeting and is filed; attendance waives unless director promptly objects and does not vote/assent (§ 65.347).
Remote attendance	Unless documents differ, simultaneous communication allowed; all informed official business may occur; participants count present (§ 65.337(3)–(4)).
Quorum and minimum	Default majority of directors in office immediately before meeting; articles/bylaws may set higher or as low as 1/3 of those in office (§ 65.351(1)–(2)).
Director proxy	Each director has one vote and may not vote by proxy (§ 65.351(3)).
Vote and assent	With quorum at vote, majority of directors then present; documents may require more; present director deemed assenting absent timely objection or recorded/written dissent or abstention (§ 65.351(3)–(4)).

Requirements one by one

Type, caller, and notice

Under § 65.337(1), a meeting is regular when its time and place are fixed in the bylaws or the board schedules it in a way that informs every director without added notice; otherwise it is special. Section 65.344(3) gives the presiding board officer, president, or 20 percent of directors in office authority to call and give notice, unless the articles or bylaws provide otherwise. Regular meetings need no additional notice by default. Special meetings ordinarily need each director to receive the date, time, and place at least two days ahead; § 65.344(2) ordinarily does not require a purpose description.

Presence and vote

Section 65.337(3) permits simultaneous communication unless the documents restrict it. All participants must know official business may occur; a qualifying remote director counts as present. Section 65.351 measures default quorum against directors in office just before the meeting begins, not authorized seats. The documents may lower it only as far as one-third of those in office. At the vote, quorum must exist, and a majority of directors present must vote yes unless the documents demand more. Each director has one vote and cannot vote by proxy.

What trips people up

The two-day special-meeting period and the effectiveness of notice are separate. Section 65.344(2) points to § 65.034; under § 65.034(5)(a), a correctly addressed electronic notice becomes effective on receipt or two days after sending, whichever comes first.

Under § 65.347(2), attendance waives a notice defect unless the director objects at the start or promptly on arrival and does not later vote for or assent to an action. Section 65.351(4) separately treats a director present for an action as assenting unless a meeting objection or dissent or abstention is recorded or delivered as the statute directs.

Common questions

Does abstaining make a director absent for a vote? No. Section 65.351(3) counts a present director even when the director abstains.

Can the bylaws set a smaller quorum? Yes, but § 65.351(2) keeps the floor at one-third of directors in office immediately before the meeting.

Statutes and sources

Or. Rev. Stat. §§ 65.034, 65.337, 65.344, 65.347, 65.351, current official 2025 Edition accessed September 30, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

Or. Rev. Stat. § 65.337 · accessed 2026-09-30

Or. Rev. Stat. § 65.344 · accessed 2026-09-30

Or. Rev. Stat. § 65.347 · accessed 2026-09-30

Or. Rev. Stat. § 65.351 · accessed 2026-09-30

Or. Rev. Stat. § 65.034 · accessed 2026-09-30

This page gives general legal information about board meeting, notice, quorum, remote attendance, director proxy, and vote rules for an ordinary domestic nonprofit corporation. It is not legal advice. Articles, bylaws, and a corporation's membership structure may change the statutory default. Confirm the current official statute and governing documents, and seek qualified advice about a particular meeting or disputed board action.

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