Woodburn, OR asked in Business Law for Oregon

Q: corporation law. Small corp C Who is supposed to schedule the annual meetings?

Have a secretary in place for 16 years and has done zero for the company. also 50% shareholder.

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1 Lawyer Answer
Jim Boness
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  • Portland, OR
  • Licensed in Oregon

A: First, the governance of corporations is dictated by Oregon statute, however, the corporations' bylaws, which can and often do override default rules for many things, would be the first place to look when attempting to answer this question. As stated in ORS § 60.061 and ORS § 65.061, bylaws are required for corporations.

The responsibility for scheduling meetings can vary depending on the type of meeting and the internal rules of the organization. Who may call a meeting is usually outlined in the bylaws of the corporation. It's also important to note that any notice of meetings must comply with the notice requirements specified in the bylaws and applicable law, which in Oregon usually includes a specified amount of advance notice and information about the subject matter of the meeting. In my experience, in most instances, the Secretary would be in charge of these types of things.

If you cannot find your corporate bylaws, your corporation should really consider re-drafting or updating them, as they are required under Oregon law and are important documents that can help avoid unnecessary problems in the governance of the corporation.

Finally, as to the comment on your secretary being a shareholder, her status as shareholder is completely separate from her role as secretary. Being a shareholder gives her the right to a share of company profits. Being a Secretary imposes certain duties in her performance with the corporation. In Oregon, officers owe the corporation a duty to act in good faith, with care, and in the best interests of the corporation. Just because she is a shareholder does not necessarily mean she has a right to be Secretary, although, if this is a 50/50 2 person corporation as I suspect, you may have difficulties in removing her from such a position (absent agreement or litigation) because of any possible deadlock in voting structure.

Obviously the information provided above is general information and does not constitute legal advice. That can only be provided after a full analyses of all the facts and circumstances and a review of your company bylaws. Feel free to reach out to my office at 503-877-0881 or info@intellequitylegal.com (or any other business law attorney) to schedule a reasonably priced consult if you need legal advice or review of any documents.

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