2015 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 060 - Private Corporations
Section 60.331 - Vacancy on board.
(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) The shareholders may fill the vacancy;
(b) The board of directors may fill the vacancy; or
(c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) If the vacant office is filled by the shareholders and was held by a director elected by a voting group of shareholders, then only the holders of shares of that voting group are entitled to vote to fill the vacancy.
(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at later date under ORS 60.321 (2) or otherwise may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
[1987 c.52 §77]
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