Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Oregon

At a glance

Requirements one by one

Initial adoption and organization

Section 65.061(1) requires the incorporators or directors who complete organization at the organizational meeting to adopt initial bylaws. Under § 65.057(1), named initial directors organize at a meeting called by a majority of directors; if none are named, incorporators meet to complete organization or elect the board. Section 65.057(2) also permits organizational action through written consents signed by every incorporator or director. Meeting notice follows § 65.344.

Content and amendment authority

Under § 65.061(2)–(3), bylaws may manage corporate affairs if consistent with law and articles. They control other management documents, while articles prevail if inconsistent. Section 65.464(1) lets the board amend or repeal bylaws unless the articles or chapter reserve the power to voting members or a specified third person, or voting members expressly protect a particular bylaw from board change. Members entitled to vote on bylaws may amend or repeal them under § 65.464(2). If no members can vote on bylaws, § 65.461 allows incorporators before directors are chosen, and the board afterward, to amend subject to required outside approval. Ordinary board action under § 65.351(1), (3) uses a majority of directors for quorum and a majority of those present for approval, subject to governing-document variations.

Member voting and protected provisions

Under §§ 65.241(1) and 65.244(1), votes represented at a member meeting ordinarily form a quorum and a majority of represented votes actually voting approves action, unless a higher requirement or class vote applies. Section 65.241(3) requires member approval to increase a member quorum; § 65.244(2) requires it to add, change, or delete a member voting threshold. Section 65.467 lets articles require written approval of a bylaw amendment by specified persons outside the board and protects that approval clause from change without their consent.

Notice and emergency bylaws

For corporations without members who may vote on bylaws, § 65.461 requires board meeting notice that states the amendment purpose and includes the proposed text, a summary, or its general nature. For member meetings, § 65.214(3) gives a seven-day fair-and-reasonable notice route; a regular or annual meeting notice describes matters requiring member approval under § 65.464, and a special meeting notice states its purposes. Section 65.064 allows emergency-only bylaws for a catastrophic event that makes a board quorum hard to assemble. The board may adopt, amend, or repeal them unless articles differ; members can amend or repeal them, and their effect ends with the emergency.

Records and access

Section 65.771(5)(b) requires a copy of current bylaws or restated bylaws and amendments to be kept for inspection. Under § 65.774(1), a member ordinarily may inspect and copy them at a reasonable time and corporate-designated location after five business days' written demand. Subsection (5)(a) lets a religious corporation's articles or bylaws limit or abolish that right.

What trips people up

A memberless corporation's amendment notice under § 65.461 must describe the proposal even though § 65.344(2) ordinarily does not require a special-board-meeting notice to describe its purpose. The member voting rules in §§ 65.241 and 65.244 can also reserve quorum and voting-threshold amendments to members even where the board ordinarily amends other bylaws.

Common questions

Can a committee change the bylaws?

No. Section 65.354(5)(d) expressly bars a board committee from adopting, amending, or repealing bylaws.

Do emergency bylaws continue after the emergency?

No. Section 65.064(2) says emergency bylaws stop being effective when the emergency ends.

Statutes and sources

• Or. Rev. Stat. § 65.214: “65.214 Notice of meeting. (1) A corporation shall give notice of membership meetings in a fair and reasonable manner that is consistent with the corporation's bylaws. The corporation must give notice to members entitled to vote at the meeting and to any other person specified in this chapter, the articles of incorporation or the bylaws. (2) Any notice that conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered, provided, however, that notice of matters referred to in subsection (3)(b) of this section must be given as provided in subsection (3) of this section. (3) Notice is fair and reasonable if: (a) The corporation notifies the corporation's members of the place, date and time of each meeting in accordance with ORS 65.034 no fewer than seven days before the meeting; (b) Notice of an annual or regular meeting includes a description of any matter or matters that the members must approve under ORS 65.361, 65.404, 65.414 (1)(a), 65.437, 65.464, 65.487, 65.534 or 65.624; and (c) Notice of a special meeting includes a description of the purpose or purposes for which the meeting is called. (4) Unless the bylaws require otherwise, if a meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under ORS 65.221, notice of the adjourned meeting must be given under this section to the persons who are members as of the new record date.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.241: “65.241 Quorum requirements. (1) Unless the articles of incorporation or bylaws provide for a higher quorum, votes represented at a meeting of members constitute a quorum. (2) An amendment to the articles of incorporation or bylaws to decrease the quorum for any action of the members may be approved by the members or, unless prohibited by the articles of incorporation or bylaws, by the board of directors. (3) An amendment to the articles of incorporation or bylaws to increase the quorum required for any action of the members must be approved by the members.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.244: “65.244 Voting requirements. (1) Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes represented and voting is the act of the members. (2) An amendment to the articles of incorporation or bylaws to add to, change or delete the vote required for any action of the members must be approved by the members.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.344: “65.344 Call and notice of meetings. (1) Unless the articles of incorporation, bylaws or this chapter provides otherwise, regular meetings of the board of directors may be held without additional notice of the date, time, place or purpose of the meeting. (2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, a corporation shall give notice of the date, time and place of special meetings of the board of directors to each director in accordance with ORS 65.034 and at least two days before the meeting. Unless the articles of incorporation, bylaws or this chapter provides otherwise, the notice need not describe the purposes of the special meeting. (3) Unless the articles of incorporation or bylaws provide otherwise, the presiding officer of the board of directors, the president or 20 percent of the directors then in office may call and give notice of a meeting of the board.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.351: “65.351 Quorum and voting. (1) Unless the articles of incorporation or bylaws require a greater number or a lesser number than the number authorized under subsection (2) of this section, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins. (2) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors in office immediately before a meeting begins. (3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present when the act is taken is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. A director is considered present regardless of whether the director votes or abstains from voting. Each director has one vote and may not vote by proxy. (4) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (a) The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting the business at the meeting; (b) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) The director delivers written notice of dissent or abstention to the presiding officer of the meeting before the meeting's adjournment or to the corporation immediately after the meeting adjourns. The right of dissent or abstention is not available to a director who votes in favor of the action taken.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.461: “65.461 Amendment by directors. A corporation that does not have members with the power to vote on bylaws shall amend the corporation's bylaws only as provided in this section. The corporation's incorporators, until directors have been chosen, and thereafter the corporation's board of directors may adopt one or more amendments to the corporation's bylaws subject to any approval required under ORS 65.467. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice must be in accordance with ORS 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.464: “65.464 Amendment by directors and members. Except as provided in ORS 65.241 and 65.244: (1) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (a) The articles of incorporation or this chapter reserve the power to amend or repeal exclusively to the members, or to a party authorized under ORS 65.467, or both, in whole or in part; or (b) The members entitled to vote on bylaws, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw. (2) A corporation's members entitled to vote on bylaws, subject to ORS 65.467, may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by the corporation's board of directors.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.467: “65.467 Approval by third persons. A corporation's articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors. A provision of the articles of incorporation that has this requirement may not be amended without the approval in writing of the specified person or persons. ” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.771: “65.771 Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of the corporation's members and board of directors, a record of all corporate action taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the corporation. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or the corporation's agent shall maintain a record of the corporation's members in a form that permits preparation of a list of the names and contact information of all members by class showing the number of votes each member may cast. (4) A corporation shall maintain the corporation's records in written form or as documents in another form capable of conversion into written form within a reasonable time. (5) A corporation shall keep a copy of the following records for inspection: (a) The articles of incorporation that are currently in effect; (b) Bylaws or restated bylaws and all amendments to the bylaws that are currently in effect; (c) Resolutions adopted by the board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members of any class or category of members; (d) The minutes of all meetings of members and records of all actions approved by the members for the past three years; (e) Written communications required by this chapter and those regarding general membership matters made to members within the past three years; (f) A list of the names and other contact information for the corporation's current directors and officers; (g) The last three annual financial statements, if any. The statements may be consolidated or combined statements of the corporation and one or more of the corporation's subsidiaries or affiliates, as appropriate, including a balance sheet and statement of operations, if any, for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis; (h) The last three accountant's reports if annual financial statements are reported upon by a public accountant; and (i) The most recent annual report delivered to the Secretary of State under ORS 65.787. (6) A director of the corporation has a right to inspect any records a corporation keeps under this section.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.354: “(5) A committee the board creates under this section may not: (a) Authorize distributions; (b) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets; (c) Elect, appoint or remove directors or fill vacancies on the board or on any of the board's committees; or (d) Adopt, amend or repeal the articles of incorporation or bylaws.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.774: “65.774 Inspection of records by members. (1) Subject to subsection (5) of this section and ORS 65.777 (3), a member may inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in ORS 65.771 (5) if the member gives the corporation written notice of the member's demand at least five business days before the date on which the member wishes to inspect and copy. (2) Subject to subsection (5) of this section, a member may inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) of this section and gives the corporation written notice of the member's demand at least five business days before the date on which the member wishes to inspect and copy: (a) Excerpts from any records required to be maintained under ORS 65.771 (1), to the extent not subject to inspection under subsection (1) of this section; (b) Accounting records of the corporation; and (c) Subject to ORS 65.782, the membership list. (3) A member may inspect and copy the records identified in subsection (2) of this section only if: (a) The member's demand is made in good faith and for a proper purpose; (b) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and (c) The records are directly connected with this purpose. (4) This section does not affect: (a) The right of a member to inspect records under ORS 65.224 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or (b) The power of the court, independently of this chapter, to compel the production of corporate records for examination. (5)(a) The articles of incorporation or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record. (b) The articles of incorporation of a public benefit corporation organized primarily for political or social action, including but not limited to political or social advocacy, education, litigation or a combination thereof, may limit or abolish: (A) The right of a member to obtain from the public benefit corporation information as to the identity of contributors to the public benefit corporation; and (B) The right of a member or the member's agent or attorney to inspect or copy the membership list if the public benefit corporation provides a reasonable means to mail communications to other members through the public benefit corporation at the expense of the member making the request.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.057: “65.057 Organization of corporation. (1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors, with notice as provided in ORS 65.344, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting. (b) If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators with equivalent notice to that specified in ORS 65.344: (A) To complete the organization of the corporation and to elect directors; or (B) To elect a board of directors whose election completes the organization of the corporation. (2) Action required or permitted by this chapter to be taken by incorporators or directors at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator or director, in accordance with the procedures of ORS 65.341. (3) An organizational meeting may be held in or out of this state.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.061: “65.061 Bylaws. (1) The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at the corporation's organizational meeting, shall adopt initial bylaws for the corporation. (2) The bylaws may contain any provision for managing and regulating the affairs of the corporation that is consistent with law and the articles of incorporation. (3) Except with respect to a corporation's articles of incorporation, provisions in the bylaws control provisions in any other document for managing or regulating the affairs of the corporation. If a provision in the bylaws is inconsistent with a provision in the articles of incorporation, the provision in the articles of incorporation controls.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).
• Or. Rev. Stat. § 65.064: “65.064 Emergency bylaws and powers. (1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency as described in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: (a) Procedures for calling a meeting of the board of directors; (b) Quorum requirements for the meeting; and (c) Designation of additional or substitute directors. (2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (3) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation. A corporate director, officer, employee or agent is not liable for deviation from normal procedures if the conduct was authorized by emergency bylaws adopted as provided in this section. (4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some present or imminent catastrophic event.” Official 2025 Edition Chapter 65 (accessed 2026-09-30).