ORS 65.211 Action without meeting

Unless a corporation’s articles of incorporation or bylaws specify that a members’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date. If in taking an action without a meeting the corporation complies with the requirements of ORS 65.212, the requirements in this subsection that all members entitled to vote on the action must take the action and must sign a written consent describing the action do not apply.

If not otherwise determined under ORS 65.207 or 65.221, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section.

A consent signed under this section has the effect of a meeting vote and may be described as a meeting vote in any document.