Oregon Revised Statutes Chapter 65 § 65.354 — Committees

Committees. (1)(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees that exercise the authority of the board. The board may appoint directors to serve on a committee or designate the method of selecting committee members. Each committee must consist of two or more directors, who serve at the pleasure of the board. Only a director may serve as a voting member of a committee. (b) The creation of a committee and appointment of directors to the committee or designation of a method of selecting committee members under this subsection must be approved by the greater of: (A) A majority of all the directors in office when the action is taken; or (B) The number of directors required by the articles of incorporation or bylaws to take action under ORS 65.351. (2)(a) The board of directors may create committees to advise the board or otherwise serve the corporation. The board may appoint individuals to serve on a committee or specify a method for selecting committee members. A member of a committee the board creates under this subsection may be, but need not be, a director or a member of the corporation. (b) A committee the board creates under this subsection may not exercise the authority of the board of directors. (3) ORS 65.337 to 65.351, governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, also apply to committees and committee members. (4) Except as provided in subsections (2)(b) and (5) of this section, to the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee of the board may exercise the authority of the board of directors. (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. (6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in ORS 65.357. [1989 c.1010 §87; 2019 c.174 §65] (Standards of Conduct)