Are bylaws required in Oregon?
Yes, Oregon corporations must have bylaws in place in order to comply with state requirements.[1]
Oregon Corporate Laws
- Corporate Tax: Oregon institutes “a two-tiered structure” on a corporation’s income.[2]
- 6.6% – $0.00 to $1,000,000
- 7.6% – $1,000,000 And Above
- Board: Every corporation must have a board of directors since “all corporate powers” of this entity are exercised by the board.[3]
- Numbers – At least one director must sit on the board of directors, but this “may be increased” through actions defined in the bylaws (or articles of incorporation).[4]
- Qualifications – The bylaws define a director’s qualification; however, it must be a natural person and not “the estate of an incompetent individual or a deceased individual.” [5]
- Terms – An initial director’s term must “expire at the first shareholder’s meetings” while all directors elected after serve from one annual meeting to the next unless staggered.[6]
- Staggered Terms – Directors are divided into two or three groups to avoid a board-wide change in the roster from elections, but each such group must be “nearly equal in number” when possible.[7]
- Officers: The articles of incorporation or the corporation’s bylaws describe its officers; however, at least one secretary and one president must hold office.[8]
- Fiduciary Duty – Officers use their skills and judgment while discharging duties “in good faith” on behalf of the board and the corporation.[9]
- Meetings: The bylaws set the standards for meetings, as well as the articles of incorporation; however, by default, “any or all directors” can participate in meetings (regular or special). [10]
- Quorum: Generally, the majority of a fixed or variable board of directors make a quorum; however, the bylaws can adjust this requirement to “no fewer than one third.” [11]
- Emergency Bylaws: Corporations prepare for emergencies with a distinct set of bylaws made for “managing the corporation” during catastrophes, attacks, or invasions. [12]