Oregon Revised Statutes

Or. Rev. Stat. § 554.090 (2026)

Directors; qualifications; president; seal; secretary-treasurer; exercise of corporate powers; indemnification

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554.090 Directors; qualifications; president; seal; secretary-treasurer; exercise of corporate powers; indemnification. (1) No person is eligible to the office of director unless the person is a member of the corporation. The directors named in the articles of incorporation and thereafter when elected by the members shall promptly qualify and thereupon meet and organize and elect one of their number president who shall preside at their meetings and at the meetings of the members. The board shall adopt a seal with a suitable design.

(2) The board shall elect a secretary who shall keep a fair and correct record of all its proceedings and the official business of the corporation, which shall be open to the inspection of all members as well as to all other interested persons. The secretary may or may not be a member of the board and shall hold the office of treasurer of the corporation and shall receive and receipt for all moneys received.

(3) From the first meeting of the directors, the powers vested in the corporation shall be exercised by them or by their officers or agents under their direction except as otherwise specially provided by law.

(4) Subject to ORS 554.150, the directors and officers of any corporation incorporated under this chapter shall be entitled to indemnification in the same manner as allowed under ORS 65.387 to 65.414. [Amended by 1969 c.345 §17; 1995 c.233 §3]

Notes of Decisions

Cited in 2 cases, 1996–1998 · leading case: Miller v. Water Wonderland Improvement Dist., 951 P.2d 720 (Or. 1998).

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Miller v. Water Wonderland Improvement Dist., 951 P.2d 720 (Or. 1998). · cites it 2× “120(1) and speaks about the right of inspection in the following terms: "The board shall elect a secretary who shall keep a fair and correct record of all its proceedings and the official business of the corporation, which shall be open to the inspection of all members as well…”

Miller v. Water Wonderland Improvement Dist., 918 P.2d 849 (Or. Ct. App. 1996). · cites it 2× “See ORS 554.090 and ORS 554.120. Plaintiff did not argue below or on appeal that he is entitled to examine the records of WWID pursuant to these provisions.”

— Or. Rev. Stat. § 554.090(2) — 1 case

Miller v. Water Wonderland Improvement Dist., 951 P.2d 720 (Or. 1998). “120(1) and speaks about the right of inspection in the following terms: "The board shall elect a secretary who shall keep a fair and correct record of all its proceedings and the official business of the corporation, which shall be open to the inspection of all members as well…”

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