Oregon Code § ORS 65.461

Amendment by directors
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A corporation that does not have members with the power to vote on bylaws shall amend the corporations bylaws only as provided in this section. The corporations incorporators, until directors have been chosen, and thereafter the corporations board of directors may adopt one or more amendments to the corporations bylaws subject to any approval required under ORS 65.467. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice must be in accordance with ORS 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.

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