Nonprofit Corporation Director Removal and Vacancy Requirements in Oregon
At a glance
| Governing act and director seats | ORS chapter 65; member-elected, board-elected, appointed, designated, and group-elected seats (§ 65.311). |
|---|---|
| Member-elected director removal | With/without cause unless articles require cause; special meeting; majority votes cast; group-only electorate (§ 65.324(1)–(2)). |
| Board-elected director removal | Board majority THEN IN OFFICE, or higher document vote; cause only if articles/bylaws require it; board-filled member seat removable by either body (§ 65.324(4)). |
| Class, appointed, and designated seats | Group removes own elected director; appointer or board removes appointed director; designated seat removed by amending designation (§§ 65.324(1)(b), 65.331). |
| Notice and approval outside meetings | Member removal: purpose-stated special meeting; board: unanimous written consent, or electronic majority after ≥48-hour voting window (§§ 65.324(2), 65.341, 65.343). |
| Court and special removal routes | Court may remove on corporation, 10% class-member, or public-benefit AG petition for specified conduct plus best interest; attendance/document and religious routes (§§ 65.327, 65.324(5)–(6)). |
| Resignation and effective time | Written notice to board, presiding officer, president, or secretary; notice-effective time unless later date; irrevocable absent board permission (§ 65.321). |
| Who fills a board vacancy | Ordinary seat: members or board, even remaining directors below quorum; appointer exclusively fills appointed seat; designated seat follows documents (§ 65.334(1)–(3)). |
| Successor timing, term, and reporting | Elected-seat vacancy to next election; other vacancy to unexpired term; future vacancy may be prefilled but service waits; annual report lists president/secretary (§§ 65.314(3), 65.334(4), 65.787(1)(e)). |
Requirements one by one
Match removal to how the seat was chosen
If members elect a director, they generally may remove that director with or without cause by a majority of votes cast at a special meeting called for removal. The articles may require cause. For a seat elected by a class, chapter, unit, region, or other geographic group, only that group's eligible members vote (§ 65.324(1)–(2)).
A board-elected director may generally be removed with or without cause by a majority of directors then in office, or the greater number set in the articles or bylaws. A director the board elected to fill a member-elected vacancy may be removed by voting members or directors. If documents stated attendance or other removal grounds at the term's start, a majority of directors may remove for those grounds (§ 65.324(4)–(5)).
An appointed director may generally be removed by the appointer or the board, with written notice, unless the articles or bylaws provide otherwise. A designated director is removed by amending the articles or bylaws to change or delete the designation (§ 65.331). These rules differ from the elected-seat vote.
Court removal, resignation, and vacancies
The circuit court may remove a director on a proceeding by the corporation, at least 10 percent of a class entitled to vote for directors, or the Attorney General for a public benefit corporation. The court must find specified fraud, dishonesty, gross abuse, or a cited director-duty violation and that removal serves the corporation's best interest. Religious-corporation documents may limit the route (§ 65.327).
A director resigns by written notice to the board, presiding officer, president, or secretary. It is effective under the chapter's notice rule unless a later date is specified; once delivered it cannot be revoked without board permission (§ 65.321).
Unless the articles or bylaws provide otherwise, members entitled to elect directors or the board may fill an ordinary vacancy, including an added seat. If fewer than a quorum of directors remain, a majority of all remaining directors may fill it. An appointed seat belongs to its appointer, while a designated seat follows the articles or bylaws (§ 65.334(1)–(3)).
What trips people up
The default term for a replacement depends on the seat. A replacement for an elected director serves until the next director election; a replacement for another seat serves the unexpired term, unless documents vary the rule (§ 65.314(3)). A future vacancy may be filled early, but the new director cannot take office until it occurs (§ 65.334(4)).
Board action without a meeting has two distinct routes. Written consent requires every director to sign unless documents require a meeting (§ 65.341). Electronic board action under § 65.343 instead requires a majority of directors in office after an announcement and a voting window of at least 48 hours, subject to its email-address, record, and document conditions.
Common questions
Can a religious corporation vary the removal rule? Its articles or bylaws may limit the elected-director removal section and set a different vote or procedure; they may also limit or prohibit judicial removal (§§ 65.324(6), 65.327(5)).
Can the board fill a designated seat with no document method? Section 65.334(3) says the board may not fill it when the articles or bylaws have no applicable provision.
What appears in the annual state report? The report includes the names and addresses of the president and secretary, alongside the other statutory information (§ 65.787(1)(e)).
Statutes and sources
The Oregon Legislature's current 2025 Edition of ORS chapter 65 was accessed October 2, 2026. Verbatim excerpts of §§ 65.311, 65.314, 65.321, 65.324, 65.327, 65.331, 65.334, 65.341, 65.343, and 65.787 appear in the source entries above.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Oregon law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Oregon law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace