Association board of directors
- powers and duties
- removal of director
(1)The board of directors of an association may act on behalf of the association except as limited by the declaration and the bylaws. In the performance of their duties, officers and members of the board of directors are governed by this section and the applicable provisions of ORS 65.357 (General standards for directors), 65.361 (Director conflict of interest), 65.367 (Liability for unlawful distributions), 65.369 (Liability of qualified directors) and 65.377 (Standards of conduct for officers), whether or not the association is incorporated under ORS chapter 65.
(2)Subject to subsection (7) of this section, unless otherwise provided in the bylaws, the board of directors may fill vacancies in its membership for the unexpired portion of any term.
(3)At least annually, the board of directors of an association shall review the insurance coverage of the association.
(4)The board of directors of the association annually shall cause to be filed the necessary income tax returns for the association.
(5)The board of directors of the association may record a statement of association information as provided in ORS 94.667 (Recording association information with county clerk).
(6)Intentionally left blank —Ed.
(a)Unless otherwise provided in the declaration or bylaws, at a meeting of the owners at which a quorum is present, the owners may remove a director from the board of directors, other than directors appointed by the declarant or individuals who are ex officio directors, with or without cause, by a majority vote of owners who are present and entitled to vote.
(b)Notwithstanding contrary provisions in the declaration or bylaws:
(A)Before a vote to remove a director, owners must give the director whose removal has been proposed an opportunity to be heard at the meeting.
(B)The owners must vote on the removal of each director whose removal is proposed as a separate question.
(C)Removal of a director by owners is effective only if the matter of removal was an item on the agenda and was stated in the notice of the meeting if notice is required under ORS 94.650 (Meetings of lot owners).
(c)A director who is removed by the owners remains a director until a successor is elected by the owners or the vacancy is filled as provided in subsection (7) of this section.
(7)Unless the declaration or bylaws specifically prescribe a different procedure for filling a vacancy created by the removal of a director by owners, the owners shall fill a vacancy created by the removal of a director by the owners at a meeting of owners. The notice of the meeting must state that filling a vacancy is an item on the agenda.
(8)The board of directors, in the name of the association, shall maintain a current mailing address of the association.
(9)The board of directors shall cause the information required to enable the association to comply with ORS 94.670 (Association duty to keep documents and records) (8) to be maintained and kept current. [1981 c.782 §38; 1983 c.206 §4; 1999 c.677 §15; 2001 c.756 §15; 2003 c.569 §12; 2009 c.641 §8; 2011 c.532 §3; 2021 c.40 §1]
Section 94.640 — Association board of directors; powers and duties; removal of director,