73rd OREGON LEGISLATIVE ASSEMBLY--2005 Regular Session
 
 
                            Enrolled
 
                         Senate Bill 259
 
Printed pursuant to Senate Interim Rule 213.28 by order of the
  President of the Senate in conformance with presession filing
  rules, indicating neither advocacy nor opposition on the part
  of the President (at the request of Joint Interim Committee on
  Judiciary for Oregon Society of Association Management)
 
 
                     CHAPTER ................
 
 
                             AN ACT
 
 
Relating to meetings of boards of directors of nonprofit
  corporations; amending ORS 65.337 and 65.341.
 
Be It Enacted by the People of the State of Oregon:
 
  SECTION 1. ORS 65.337 is amended to read:
  65.337. (1) If the time and place of a director's meeting is
fixed by the bylaws or is regularly scheduled by the board of
directors, the meeting is a regular meeting. All other meetings
are special meetings.
  (2) The board of directors may hold regular or special meetings
in or out of this state.
  (3) Unless the articles or bylaws provide otherwise, the board
of directors may permit any or all directors to participate in a
regular or special meeting by, or conduct the meeting through,
use of any means of communication by which  { + either of the
following occurs: + }
   { +  (a) + } All directors participating may simultaneously
hear  { + or read + } each   { - other - }  { +  other's
communications + } during the meeting  { - . - }  { + ; or + }
   { +  (b) All communications during the meeting are immediately
transmitted to each participating director, and each
participating director is able to immediately send messages to
all other participating directors.
  (4) If a meeting is conducted through the use of any means
described in subsection (3) of this section:
  (a) All participating directors shall be informed that a
meeting is taking place at which official business may be
transacted; and
  (b) + } A director participating in   { - a - }   { + the + }
meeting by this means is deemed to be present in person at the
meeting.
  SECTION 2. ORS 65.341 is amended to read:
  65.341.  { + (1) As used in this section:
  (a) 'Electronic' has the meaning given that term in ORS 84.004.
  (b) 'Electronic signature' has the meaning given that term in
ORS 84.004.
  (c) 'Sign' includes an electronic signature.
  (d) 'Written' includes a communication that is transmitted or
received by electronic means. + }
 
 
Enrolled Senate Bill 259 (SB 259-INTRO)                    Page 1
 
 
 
    { - (1) - }   { + (2) + } Unless the articles or bylaws
provide otherwise, action required or permitted by this chapter
to be taken at the board of directors' meeting may be taken
without a meeting if the action is taken by all members of the
board of directors. The action shall be evidenced by one or more
written consents describing the action taken, signed by each
director, and included in the minutes or filed with the corporate
records reflecting the action taken.
    { - (2) - }   { + (3) + } Action taken under this section is
effective when the last director signs the consent, unless the
consent specifies an earlier or later effective date.
    { - (3) - }   { + (4) + } A consent signed under this section
has the effect of a meeting vote and may be described as such in
any document.
                         ----------
 
 
Passed by Senate February 3, 2005
 
 
      ...........................................................
                                              Secretary of Senate
 
      ...........................................................
                                              President of Senate
 
Passed by House May 20, 2005
 
 
      ...........................................................
                                                 Speaker of House
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enrolled Senate Bill 259 (SB 259-INTRO)                    Page 2
 
 
 
 
 
Received by Governor:
 
......M.,............., 2005
 
Approved:
 
......M.,............., 2005
 
 
      ...........................................................
                                                         Governor
 
Filed in Office of Secretary of State:
 
......M.,............., 2005
 
 
      ...........................................................
                                               Secretary of State
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enrolled Senate Bill 259 (SB 259-INTRO)                    Page 3