ORS 60.461: Amendment or repeal by board of directors or shareholders.

(1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless: (a) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or (b) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. (2) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors. [1987 c.52 §112]