Annual meeting requirements in Oregon (ORS Ch. 60)

ORS § 60.201 requirements

Section 60.201 of the Oregon Business Corporation Act requires every Oregon corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business. Oregon adopted the MBCA, so the framework follows MBCA Chapter 7 closely.

Written consent under ORS § 60.211

Oregon's consent regime permits action by written consent signed by holders of the minimum votes required at a meeting (typically majority for most actions including director elections). This is consistent with the MBCA majority-consent approach.

Court-ordered meeting under ORS § 60.207

If an Oregon corporation fails to hold an annual meeting within 6 months after the date fixed in the bylaws or 15 months after the previous meeting, any shareholder may apply to the Oregon circuit court for an order requiring the meeting.

What's distinctive about Oregon

Oregon is largely MBCA-aligned for annual-meeting purposes. The standard majority-consent flexibility makes the written-consent route easy for closely-held Oregon corporations. Combined with Oregon's modest $100 annual report fee, no franchise tax, and standard MBCA records framework, ongoing compliance for Oregon corporations is one of the more efficient on the West Coast.