Oregon Revised Statutes Chapter 65 § 65.324 — Removal

Removal of directors elected by members or directors. (1) Unless a corporation’s articles of incorporation or bylaws provide otherwise: (a) The members of the corporation may remove one or more directors the members elected with or without cause unless the articles of incorporation provide that removing a director requires cause. (b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, only the members of that class, chapter, unit or grouping entitled to vote may participate in the vote to remove the director. (c) A director may be removed under paragraph (a) or (b) of this subsection by a majority of the votes cast. (2) Members of a corporation may remove a director the members elected only at a special meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one of the purposes, of the meeting is to remove the director. (3) An entire board of directors may be removed under subsection (1)(a) or (b) of this section. (4) Unless a corporation’s articles of incorporation or bylaws provide that removing a director requires cause, a director elected by the board of directors may be removed with or without cause by a vote of a majority of the directors then in office or by a greater number as set forth in the articles of incorporation or bylaws. A director elected by the board to fill the vacancy of a director elected by the members may be removed by the voting members or the directors. (5) If at the beginning of a director’s term on the board, the articles of incorporation or bylaws provide that the director may be removed for missing more than a specified number of meetings or for reasons set forth in the articles of incorporation or bylaws, a majority of the directors may remove the director for such reasons. (6) The articles of incorporation or bylaws of a religious corporation may: (a) Limit the application of this section; and (b) Set forth the vote and procedures by which the board of directors or any person may remove with or without cause a director elected by the members or the board. [1989 c.1010 §77; 2019 c.174 §55]