Private Corporations

ORS 60.081
Emergency powers


In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:


Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and


Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so.


During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:


Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio.


One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of the officer’s rank and within the same rank in order of seniority, as necessary to achieve a quorum.


Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:


Binds the corporation; and


May not be used to impose liability on a corporate director, officer, employee or agent.


An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. [1987 c.52 §24]
Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet definition for "shareholder" does not have statutorily created inspection rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

This chapter as authorizing partnership of corporation and individual; validity of partnership between a private corporation and an individual when corporation charter so provides, (1972) Vol 36, p 94

Law Review Citations

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)


Last accessed
Jun. 26, 2021