2017 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 065 - Nonprofit Corporations
Section 65.221 - Record date.
(1) The bylaws may fix or provide the manner of fixing the record date in order to determine the members entitled to notice of a members’ meeting, to demand a special meeting, to vote or to take any other lawful action. A determination of members must be made as of the time of close of transactions on the record date unless another time for doing so is specified at the time the record date is fixed. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date. If a record date is not fixed, then:
(a) To determine the members entitled to notice of a members’ meeting, the record date is the day before the day on which first notice is mailed or otherwise transmitted to members in accordance with ORS 65.034, or if notice is waived, the day preceding the day on which the meeting is held.
(b) To determine the members entitled to demand a special meeting, the record date is as set forth in ORS 65.204 (2).
(c) To determine the members entitled to take action without a meeting, the record date is as set forth in ORS 65.211 (2).
(d) To determine the members entitled to vote at a members’ meeting, the record date is the date of the meeting.
(e) To determine the members entitled to exercise any rights in respect to any other lawful action, the record date is the day on which the board adopts the resolution that relates to the other action, or the 60th day before the date of the other action, whichever is later.
(2) A record date fixed under this section may not be more than 70 days before the meeting or action that requires a determination of members.
(3) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new record date, which the board must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
(4) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, the court may provide that the original record date continues in effect or the court may fix a new record date. [1989 c.1010 §58; 2013 c.158 §28; 2013 c.274 §10]
