Key Takeaways
- Bylaws are never filed with the Oregon Secretary of State, Corporation Division — they're an internal governance document you keep with your corporate records
- Oregon allows a board of just one individual (ORS 60.307: 'one or more individuals') regardless of shareholder count — the number is set by your Articles or bylaws, with no multi-director minimum tied to how many shareholders the corporation has.
- Required officer positions: a president and a secretary at minimum (ORS 60.371) — Oregon requires these two named roles specifically, which is slightly stricter than states requiring no specific titles at all, though 'the same individual may simultaneously hold more than one office,' so one person can be both president and secretary
- Absent a contrary bylaw provision, Oregon's default board quorum is a majority of the fixed or prescribed number of directors, reducible to not less than one-third (ORS 60.351). Shareholder quorum defaults to a majority of votes entitled to be cast (60.241), with no explicit statutory floor located below majority — meaning shareholder quorum flexibility is more limited than the board-quorum reduction option.
- Oregon uses a concurrent-power structure (60.461): the board may amend or repeal bylaws unless the Articles reserve that power exclusively to shareholders, but shareholders always retain concurrent power and may expressly lock the board out of amending a specific bylaw they've adopted.
- Same-day bylaws drafting available through LLC Attorney as part of formation, at no markup on state fees
Oregon's Business Corporation Act closely tracks the Revised Model Business Corporation Act, making it one of the more predictable states to draft bylaws for — but it still requires two specifically named officer roles (president and secretary) where many peer states leave officer titles entirely to the bylaws.
This guide covers exactly what to include in an Oregon corporation's bylaws in 2026 — the difference between bylaws and your Articles of Incorporation, Oregon's default rules for directors, officers, meetings, and voting, and the reduced board-quorum option that lets you go as low as one-third of directors if your bylaws say so.
What Are Oregon Corporate Bylaws?
Bylaws are your corporation's internal rulebook — they govern how the board, officers, and shareholders operate day to day. Unlike your Articles of Incorporation, bylaws are not filed with the Oregon Secretary of State, Corporation Division — they're an internal governance document you adopt and keep with your corporate records.
ORS 60.061 requires the incorporators or board to adopt initial bylaws, but nothing in Chapter 60 requires filing them with the Corporation Division — only your Articles of Incorporation become part of the public record; bylaws stay in your corporate records.
Bylaws vs. Articles of Incorporation in Oregon
Your Articles of Incorporation are a short public document filed with the Oregon Secretary of State, Corporation Division under the Oregon Business Corporation Act (ORS Chapter 60) that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a longer, private document that never gets filed anywhere; they spell out how the corporation actually runs.
Amending your Articles of Incorporation requires a formal filing with the Oregon Secretary of State and, in most cases, shareholder approval — amending bylaws requires neither a state filing nor (usually) shareholder approval, since the board typically holds concurrent amendment authority unless shareholders have specifically reserved a particular bylaw for themselves.
Board of Directors: Oregon's Default Rules
Oregon allows a board of just one individual (ORS 60.307: 'one or more individuals') regardless of shareholder count — the number is set by your Articles or bylaws, with no multi-director minimum tied to how many shareholders the corporation has.
Absent a contrary bylaw provision, directors are elected at the annual shareholder meeting and hold office until the next annual meeting and their successors are elected. Oregon doesn't impose staggered terms by default, though your bylaws can create a classified board.
Under ORS 60.331, a board vacancy may be filled by the shareholders, by the board itself, or — if the remaining directors are fewer than a quorum — by a majority of the remaining directors, all absent contrary Articles.
Yes — nothing in the Oregon Business Corporation Act prohibits one person from being the sole director, sole shareholder, and holding every corporate office simultaneously.
Required Officer Positions in Oregon
a president and a secretary at minimum (ORS 60.371) — Oregon requires these two named roles specifically, which is slightly stricter than states requiring no specific titles at all, though 'the same individual may simultaneously hold more than one office,' so one person can be both president and secretary
Oregon explicitly permits the same individual to simultaneously hold more than one office (ORS 60.371) — a sole owner can be both president and secretary (the two mandatory roles) plus any additional titles the bylaws create.
Meeting, Notice, and Quorum Defaults
Oregon requires an annual shareholder meeting (ORS 60.201); failure to hold one on the exact date doesn't invalidate any corporate action taken in the meantime — a notably more forgiving rule than states where a missed meeting creates a stronger court-petition trigger.
Absent a contrary bylaw provision, Oregon's default board quorum is a majority of the fixed or prescribed number of directors, reducible to not less than one-third (ORS 60.351). Shareholder quorum defaults to a majority of votes entitled to be cast (60.241), with no explicit statutory floor located below majority — meaning shareholder quorum flexibility is more limited than the board-quorum reduction option.
Oregon requires between 10 and 60 days' notice of shareholder meetings absent a different bylaw provision (60.214).
Oregon defaults shareholder written consent in lieu of a meeting to UNANIMOUS consent of all shareholders entitled to vote (60.211), though the Articles may authorize a lesser threshold if you want one. Board action without a meeting requires consent of all directors (60.341) — no lesser-threshold option for board consent.
Voting Procedures Your Bylaws Should Address
Oregon's default voting standard for both board and shareholder action is a majority of those present at a meeting where a quorum exists, unless your bylaws or Articles set a higher threshold for specific actions. The default election standard for directors is plurality.
Oregon does NOT provide cumulative voting for directors by default — it's available only if the Articles of Incorporation specifically opt into it (ORS 60.251: 'unless the articles of incorporation so provide'). Oregon is one of the 'clean baseline' states in this respect — cumulative voting is opt-in only, with no hybrid activation mechanism the way Ohio requires.
Oregon shareholders may vote by proxy (60.231), and your bylaws should specify how proxies are appointed and revoked, along with any expiration period for proxy authority.
Stock and Shareholder Provisions
Oregon permits both certificated and uncertificated shares — your bylaws should state which approach the corporation uses and how share records are maintained either way.
Oregon's default record date is set by the bylaws, not more than 70 days before the meeting or action in question (60.221) — most Oregon corporations set this explicitly within that statutory window.
Oregon permits reasonable share transfer restrictions (60.167), enforceable against a transferee only if conspicuously noted on the certificate or information statement, or if the transferee has actual knowledge of the restriction otherwise.
Indemnification of Directors and Officers
Oregon's indemnification statute (60.391) sets a permissive baseline with good-faith and reasonable-belief conditions, but indemnification is MANDATORY (60.394) for a director who is 'wholly successful' in defense of a proceeding — the Articles may limit this mandatory right, so check your specific Articles language.
Oregon explicitly authorizes D&O insurance purchase (60.411) independent of whether the corporation could otherwise indemnify the same person — your bylaws' indemnification section and any D&O policy should be reviewed together so the two work in tandem.
How to Draft Bylaws for Your Oregon Corporation
If You Do It Yourself
Step 1 — Confirm your Articles of Incorporation are filed first.
Bylaws govern a corporation that already legally exists — file your Articles with the Oregon Secretary of State, Corporation Division before drafting bylaws around them.
Step 2 — Set your board of directors structure.
Oregon allows a board of just one individual (ORS 60.307: 'one or more individuals') regardless of shareholder count — the number is set by your Articles or bylaws, with no multi-director minimum tied to how many shareholders the corporation has. Absent a contrary bylaw provision, directors are elected at the annual shareholder meeting and hold office until the next annual meeting and their successors are elected. Oregon doesn't impose staggered terms by default, though your bylaws can create a classified board.
Step 3 — Name your required officer positions.
a president and a secretary at minimum (ORS 60.371) — Oregon requires these two named roles specifically, which is slightly stricter than states requiring no specific titles at all, though 'the same individual may simultaneously hold more than one office,' so one person can be both president and secretary Oregon explicitly permits the same individual to simultaneously hold more than one office (ORS 60.371) — a sole owner can be both president and secretary (the two mandatory roles) plus any additional titles the bylaws create.
Step 4 — Set meeting, notice, and quorum rules.
Absent a contrary bylaw provision, Oregon's default board quorum is a majority of the fixed or prescribed number of directors, reducible to not less than one-third (ORS 60.351). Shareholder quorum defaults to a majority of votes entitled to be cast (60.241), with no explicit statutory floor located below majority — meaning shareholder quorum flexibility is more limited than the board-quorum reduction option. Oregon requires between 10 and 60 days' notice of shareholder meetings absent a different bylaw provision (60.214).
Step 5 — Address voting procedures.
Oregon's default voting standard for both board and shareholder action is a majority of those present at a meeting where a quorum exists, unless your bylaws or Articles set a higher threshold for specific actions. The default election standard for directors is plurality. Oregon does NOT provide cumulative voting for directors by default — it's available only if the Articles of Incorporation specifically opt into it (ORS 60.251: 'unless the articles of incorporation so provide'). Oregon is one of the 'clean baseline' states in this respect — cumulative voting is opt-in only, with no hybrid activation mechanism the way Ohio requires.
Step 6 — Cover stock and shareholder mechanics.
Oregon permits both certificated and uncertificated shares — your bylaws should state which approach the corporation uses and how share records are maintained either way.
Step 7 — Include an indemnification provision.
Oregon's indemnification statute (60.391) sets a permissive baseline with good-faith and reasonable-belief conditions, but indemnification is MANDATORY (60.394) for a director who is 'wholly successful' in defense of a proceeding — the Articles may limit this mandatory right, so check your specific Articles language.
Step 8 — Write your amendment procedure.
Oregon uses a concurrent-power structure (60.461): the board may amend or repeal bylaws unless the Articles reserve that power exclusively to shareholders, but shareholders always retain concurrent power and may expressly lock the board out of amending a specific bylaw they've adopted.
Step 9 — Adopt the bylaws at your organizational meeting.
Bylaws are typically adopted by the incorporator or the initial board of directors at the corporation's first organizational meeting, right after the Articles of Incorporation are filed. Adopting bylaws early — before you open a bank account or bring on your first shareholder — keeps your corporate formalities clean from day one, which matters if the corporation's liability shield is ever tested.
Step 10 — Watch for Oregon-specific bylaws traps.
Oregon's mandatory two-named-officer requirement — president AND secretary specifically — is slightly stricter than states requiring no specific titles at all, though it's easily satisfied by one person holding both roles. Otherwise Oregon tracks the Revised Model Business Corporation Act baseline closely, making it one of the more 'clean baseline' states in this batch: cumulative voting is opt-in only, with no hybrid activation mechanism like Ohio's, and no board-controls-bylaws inversion like Oklahoma's.
If LLC Attorney Does It for You
- Submit your corporation's details at llcattorney.com — board structure, officer names, and share structure.
- LLC Attorney drafts bylaws tailored to Oregon's default corporate law, covering directors, officers, meetings, voting, stock, and indemnification.
- Receive your finished bylaws alongside your Articles of Incorporation, plus access to flat-fee attorney consultations (no retainer) for governance questions as your corporation grows.
When Should You Talk to an Attorney About Your Oregon Corporation's Bylaws?
Talk to an attorney before finalizing your Oregon corporation's bylaws if you have multiple shareholders with unequal ownership stakes and want customized voting or transfer-restriction provisions, if you're setting a reduced board quorum threshold (down to one-third) and want to make sure the mechanics are properly drafted, or if you want cumulative voting rights and need the corresponding Articles of Incorporation language drafted correctly alongside the bylaws.
What You Actually Get With LLC Attorney's Oregon Bylaws Drafting
Generic bylaws templates sometimes skip naming required officer titles at all — Oregon actually requires a president and secretary by default. LLC Attorney drafts bylaws that reflect what the Oregon Business Corporation Act actually requires, not a one-size-fits-all template.
- Bylaws drafted specifically for Oregon's corporate code, starting at $49.
- Board, officer, meeting, voting, stock, and indemnification provisions all addressed — not a generic multi-state template.
- Delivered alongside your Articles of Incorporation, so your governance documents are in place from day one.
- Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for governance questions.
Oregon's corporate law is genuinely predictable for small corporations, but the details — required officer titles, reducible quorum thresholds, concurrent bylaw-amendment authority — still need to be drafted correctly, and LLC Attorney makes sure your governance documents match Oregon law from day one.
Need Bylaws for Your Oregon Corporation?
LLC Attorney drafts corporate bylaws tailored to your Oregon corporation as part of formation, starting at $49, so your governance documents are in place from day one. See our full pricing for all service tiers.
Frequently Asked Questions
No. Bylaws are an internal governance document under ORS 60.061 — they're never filed with the Oregon Secretary of State. They stay with your corporate records rather than becoming part of the public record the way your Articles of Incorporation do.
Your Articles of Incorporation are a public document filed with the Oregon Secretary of State that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a private, longer document that governs how the board, officers, and shareholders actually operate day to day, and they're never filed anywhere.
Oregon requires a president and a secretary at minimum (ORS 60.371) — the same person may hold both titles plus any additional titles like treasurer, which is common in single-owner Oregon corporations.
Yes. Under Oregon law, the board of directors can generally amend bylaws on its own unless the Articles reserve that power to shareholders. Shareholders always retain concurrent power, though, and may expressly lock the board out of amending a specific bylaw they've adopted.
Absent a contrary bylaw provision, Oregon's default board quorum is a majority of the fixed number of directors, reducible to not less than one-third. Shareholder quorum defaults to a majority of votes entitled to be cast, with no explicit statutory floor located below majority.
Oregon's baseline indemnification statute (60.391) is permissive, but indemnification is MANDATORY (60.394) for a director who is wholly successful in defense of a proceeding, unless the Articles limit that mandatory right.
Yes. Oregon law permits one person to be the sole shareholder, sole director, and hold every corporate officer title simultaneously — a common and fully valid structure for single-owner Oregon corporations.
No — no statutory close-corporation election was located in ORS Chapter 60, unlike Delaware's separate provisions. Oregon corporations rely on the general Business Corporation Act's existing flexibility rather than a distinct close-corporation statute.
Yes. LLC Attorney drafts corporate bylaws tailored to your Oregon corporation as part of formation, starting at $49.