Nonprofit Corporation Board Action Without a Meeting in Oregon

At a glance

Requirements one by one

Unanimous signed consent

Or. Rev. Stat. § 65.341(1) permits action ordinarily taken at a board meeting by all board members without meeting, unless the articles or bylaws require a meeting. One or more written consents must describe the action, bear every director's signature, and be included in the minutes or filed with corporate records. Under § 65.341(2), the last signature is the default effective event, though the consent may state an earlier or later date.

Electronic board vote

Or. Rev. Stat. § 65.343(1)–(3) separately permits email or other electronic action unless governing documents provide otherwise, provided the corporation has an email address on record for every director. The corporation must announce the proposed action at each director's supplied email address, describe the matter, and allow at least 48 hours to record votes. An affirmative majority of directors in office suffices unless the articles or bylaws require more (§ 65.343(5)). The announcement and vote record go in the minutes or documents reflecting the action (§ 65.343(2)(c)).

Effective time and committees

For the electronic route, § 65.343(4), (6) permits a director to change a vote before the deadline and makes the action effective at that deadline unless the announcement sets another date or time. Or. Rev. Stat. § 65.354(3) applies §§ 65.337–.351, including both no-meeting routes, to committees and their members; subsections (4)–(5) limit committee authority.

What trips people up

The majority threshold belongs to the § 65.343 electronic procedure with its announcement and voting window. The § 65.341 signed-consent route still requires every director. Under § 65.343(3), a missing director email address prevents electronic action through that section.

Common questions

Can a director change an emailed vote?

Yes. Or. Rev. Stat. § 65.343(4) allows a change before the voting deadline stated in the announcement.

Does either route have the effect of a meeting vote?

Yes. Sections 65.341(3) and 65.343(5) expressly give their actions meeting-vote effect and allow the corporation to describe them that way in a document.

Statutes and sources

• Or. Rev. Stat. § 65.341 — unanimous written consent, records, and effective date; accessed October 1, 2026.
• Or. Rev. Stat. § 65.343 — electronic action, notice, voting window, records, and effect; accessed October 1, 2026.
• Or. Rev. Stat. § 65.354(3)–(5) — committee application and limits; accessed October 1, 2026.