2019 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 065 - Nonprofit Corporations
Section 65.034 - Notice.
(1) Notice may be oral or written unless otherwise specified for a particular kind of notice.
(2) Notice may be communicated in person, by telephone, electronically or by mail or private carrier, including publication in a newsletter or similar document mailed to a member’s or director’s address. If personal notice is not possible, notice may be communicated by a newspaper of general circulation in the area where the meeting is to be held, or by radio, television or other form of public broadcast communication.
(3) A notice is effective only if the notice is communicated in a comprehensible form.
(4) Oral notice is effective when communicated.
(5)(a) Electronic notice in writing is effective at the earlier of:
(A) When the notice is received; or
(B) Two days after the notice is sent, if the notice is correctly addressed.
(b) Notice by mail or private carrier is effective at the earlier of:
(A) Five days after the notice is deposited in the United States mail, if the notice is correctly addressed and has first class postage affixed;
(B) On the date shown on the return receipt, if the notice is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(C) On the date that the articles of incorporation or bylaws specify with respect to notice to members or directors.
(6)(a) Written notice is correctly addressed to a member or director of a corporation if the notice is addressed to the most recent address the member or director provided for receiving notice from the corporation.
(b) A written notice or report delivered as part of a newsletter, magazine or other publication sent to a member constitutes a written notice or report if the newsletter, magazine or other publication is addressed or delivered to the member’s address as the address appears in the corporation’s current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation’s current list of members, if the newsletter, magazine or other publication is addressed or delivered to one of the members at the address appearing on the current list of members.
(c) Written notice is correctly addressed to a domestic corporation or a foreign corporation that is authorized to transact business in this state, other than in the corporation’s capacity as a member, if the notice is addressed to the corporation’s registered agent or, if the corporation does not have a registered agent on record, to the principal office shown in the corporation’s most recent annual report or, if the corporation has not filed an annual report, in the articles of incorporation or in the corporation’s application for a certificate of authority to do business.
(7) If ORS 65.214 or any other provision of this chapter prescribes different notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe different notice requirements that are more stringent than the provisions of this section or other provisions of this chapter, the requirements in the articles of incorporation or bylaws govern. [1989 c.1010 §15; 2019 c.174 §15]
