2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.211 - Action without meeting.

(1)(a) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action.
(b) Notwithstanding paragraph (a) of this subsection, the articles of incorporation may provide that action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote on the action were present and voted.
(c) The action taken under this subsection must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, or by those shareholders taking action under paragraph (b) of this subsection, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(d) Action taken under paragraph (a) of this subsection is effective when the last shareholder signs the consent, unless the consent specifies an earlier or later effective date.
(e) Action taken under paragraph (b) of this subsection is effective when the consent or consents bearing sufficient signatures are delivered to the corporation, unless the consent or consents specify an earlier or later effective date. An effective date specified under this paragraph may not be earlier than the effective date of the provision permitting action under paragraph (b) of this subsection.
(2) If not otherwise determined under ORS 60.207 or 60.221, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs a consent under subsection (1) of this section.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(4)(a) If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least 10 days before the action is taken.
(b) If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is taken as provided in subsection (1)(b) of this section, the corporation must give its nonvoting shareholders written notice of the action promptly after the action is taken.
(c) The notice given under this subsection must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
(5) If action is taken as provided in subsection (1)(b) of this section, the corporation must give written notice of the action promptly after the action is taken to shareholders who did not consent in writing under subsection (1)(b) of this section. The notice given under this subsection must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to those shareholders in a notice of meeting at which the proposed action would have been submitted to those shareholders for action.
(6) The fact that an action is taken by written consent without a meeting does not impair any rights a shareholder who does not consent to the action may have to dissent and obtain payment for the shareholder’s shares under ORS 60.551 to 60.594. A shareholder who consents to the action in writing is not entitled to receive payment for the shareholder’s shares under ORS 60.551 to 60.594. [1987 c.52 §52; 2001 c.315 §22]