ORS 65.301: Requirement for and duties of board.

(1) Each corporation must have a board of directors.

      (2) The board of directors shall exercise, or delegate or otherwise authorize the exercise of, all corporate powers and shall direct the management of the corporation’s affairs, subject to any limitation set forth in the articles of incorporation. The board of directors shall retain authority over an exercise of corporate powers that the board delegates or authorizes under this section.