ORS 60.331: Vacancy on board.

(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

      (a) The shareholders may fill the vacancy;

      (b) The board of directors may fill the vacancy; or

      (c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

      (2) If the vacant office is filled by the shareholders and was held by a director elected by a voting group of shareholders, then only the holders of shares of that voting group are entitled to vote to fill the vacancy.

      (3) A vacancy that will occur at a specific later date, by reason of a resignation effective at later date under ORS 60.321 (2) or otherwise may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.