Oregon corporate bylaws are essential documents that establish the governance structure and operational guidelines within a corporation. They detail the duties and rights of directors and shareholders, specify procedures for corporate meetings, share issuance, and indemnification policies.
Although not filed with the Secretary of State, these bylaws are pivotal for seamless business operations, allowing modifications by the board or shareholders to adapt to the corporation’s changing needs.
Legal Requirements
In Oregon, corporations are required to adopt bylaws. [1] Additionally, several other relevant legal statutes are also applicable:
- Annual Meetings – The corporation must hold an annual shareholder meeting as specified in the bylaws. [2] However, the failure to hold a meeting does not affect any corporate action taken during the time period in question.
- Corporate Bylaws – Incorporators or the board of directors must adopt initial bylaws, which may include any legally compliant provisions for managing the business. [3]
- Issuance of Stock – The board of directors can authorize the issuance of shares for any tangible or intangible property or benefit to the corporation. [4]
Naming Considerations
- Required Words: “Company,” “Corporation,” “Incorporated,” “Limited,” or An abbreviation thereof (choose one).
- Prohibited Words: “Cooperative”.
- Name Reservation Period: 120 days.
- Renewal Period: Non-specified in statutes.
- Transferability: Yes.
Emergency Bylaws
In the event of a disaster that impedes the board of directors from gathering a quorum, emergency bylaws can be activated for the emergency’s duration. [5] The emergency bylaws are temporary and remain in effect only during the period of emergency. Any action taken during this time binds the company and cannot be used to hold corporate officials legally accountable for any good faith decisions that are made during the emergency.
