ORS 65.311: Election, designation and appointment of directors.

(1) If a corporation has members entitled to vote for directors, all the directors, except the initial directors, must be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated. (2) If a corporation does not have members entitled to vote for directors, all the directors, except the initial directors, must be elected, appointed or designated as provided in the articles of incorporation or bylaws. If the articles of incorporation or bylaws do not set forth a method of election, appointment or designation, the directors, other than the initial directors, must be elected by the board. (3) If a corporation does not have directors and does not have members who can elect directors, a circuit court of this state may appoint one or more directors at the Attorney General’s request. [1989 c.1010 §73; 2019 c.174 §52]