Rights and obligations of members.

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(a) Elect directors, as provided in ORS 65.311;

(b) Remove directors, as provided in ORS 65.324;

(c) Vote on any change to the number of directors, including a change to a fixed number of directors, a change to a variable range in the number of possible directors or a change from a fixed number of directors to a variable range in the number of possible directors, as provided in ORS 65.307;

(d) Vote to sell, transfer, lease, exchange, option, convey or otherwise dispose of the corporation’s assets or to merge the corporation’s assets with the assets of another entity, as provided in ORS 65.803;

(e) Vote to dissolve the corporation, as provided in ORS 65.624; and

(f) Approve a conflict of interest transaction, as provided in ORS 65.361, if the member is a voting member of a mutual benefit corporation.

(2) Notwithstanding a provision in a corporation’s articles of incorporation or bylaws, a member has a right to:

(a) Vote on an action or an amendment to the articles of incorporation if the action or amendment would reduce or eliminate the member’s right to vote; and

(b) Inspect and copy the corporation’s records, as provided in ORS 65.774. [1989 c.1010 §42; 2019 c.174 §31]


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