Oregon § 65.464 Amendment by directors and members

Oregon Statutes

§ 65.464 — Amendment by directors and members

Oregon § 65.464

Vol.2

Title 7Corporations and Partnerships

Ch. 65Nonprofit Corporations

This text of Oregon § 65.464 (Amendment by directors and members) is published on Counsel Stack Legal Research, covering Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Or. Rev. Stat. § 65.464 (2026).

Text

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subject to ORS 65.467, may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by the corporation’s board of directors.

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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subject to ORS 65.467, may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by the corporation’s board of directors.