ORS 65.327
Removal of directors by judicial proceeding
(1)
The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the corporation’s registered office was last located, may remove any director of the corporation from office in a proceeding commenced by the corporation, by at least 10 percent of the members of any class entitled to vote for directors, or by the Attorney General in the case of a public benefit corporation if the court finds that:(a)
The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or the director has violated a duty set forth in ORS 65.357 (General standards for directors) to 65.367 (Liability for unlawful distributions) or 65.377 (Standards of conduct for officers); and(b)
Removal is in the best interest of the corporation.(2)
The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.(3)
If members or the Attorney General commences a proceeding under subsection (1) of this section, the corporation must be made a party defendant.(4)
A public benefit corporation or the members of the public benefit corporation who commence a proceeding under subsection (1) of this section shall give the Attorney General written notice of the proceeding.(5)
The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section. [1989 c.1010 §79; 2019 c.174 §56]
Source:
Section 65.327 — Removal of directors by judicial proceeding, https://www.oregonlegislature.gov/bills_laws/ors/ors065.html.
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