Oregon Statutes - Chapter 65 - Nonprofit Corporations - Section 65.081 - Emergency powers.

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

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

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

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

(a) 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 or radio; and

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

(3) Corporate action taken in good faith under this section to further the affairs of the corporation during an emergency binds the corporation. A corporate director, officer, employee or agent shall not be liable for deviation from normal procedures if the conduct was authorized by emergency powers provided in this chapter.

(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some present or imminent catastrophic event. [1989 c.1010 §30]

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Last modified: August 7, 2008