Chapter 336
AN ACT
SB 466
Relating to cooperatives; amending ORS 62.280.
Be It Enacted by the People of
the State of
SECTION 1. ORS 62.280 is amended to read:
62.280. (1) The
corporate powers of a cooperative shall be exercised by or under the authority
of the board of directors, and the business and affairs of a cooperative shall
be managed under the direction of the board of directors. Except as provided
in subsection (2) of this section, each director, at all times during the
director’s term of office, shall be a member or a representative of a member
which is other than a natural person. Unless the bylaws otherwise provide,
directors need not be residents of this state.
(2) If authorized by
the bylaws of the cooperative, a cooperative other than a telecommunications
cooperative or electric cooperative may have one or more directors who are not
members or representatives of members that are other than natural persons. A
majority of the directors of a cooperative described in this subsection must be
members or representatives of members that are not natural persons.
(3) The bylaws may prescribe any other
qualifications for directors and may provide that directors be from specified
territorial districts. The bylaws may also provide that voting on the election
of directors from specified territorial districts may be limited to members
from the respective districts without the obligation to hold district meetings.
[(2)] (4) The number of directors of
a cooperative shall be not less than three, unless the number of members of the
cooperative is less than three. If the number of members of the cooperative is
less than three, the number of directors shall not be less than the number of
members of the cooperative. Subject to this limitation, the number of directors
shall be fixed or determined by the bylaws, except as to the number
constituting the initial board, which number shall be fixed by the articles.
[(3)] (5) Directors constituting the initial board named in
the articles shall hold office until the first annual meeting of the members
and until their successors are elected and take office. At that meeting and
thereafter, directors shall be elected by the members in the manner and for the
term of office, not to exceed three years, provided in the bylaws. Each
director shall begin immediately to discharge the duties of director and,
subject to resignation or removal, shall hold office for the term for which the
director was elected and until a successor takes office.
[(4)] (6) A director may be removed upon a majority vote of
all members voting in person thereon at a duly called member meeting if written
reasons for removal of the director are included in the notice of the meeting
and the director whose removal is sought has had an opportunity to answer the
reasons at the meeting. The written statement of reasons for removal shall be
filed with the minutes of the meeting. The bylaws may contain such other
provisions for the removal of a director as may be consistent with the provisions
of this subsection.
[(5)] (7) Unless the bylaws provide
otherwise, any vacancy occurring in the board may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
board. The director elected to fill a vacancy shall be elected for the
unexpired term of the director’s predecessor in office.
Approved by the Governor June 11, 2007
Filed in the office of Secretary of State June 13, 2007
Effective date January 1, 2008
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