2007 Oregon Code - Chapter 554 :: Chapter 554 - Corporations for Irrigation - Drainage - Water Supply or Flood Control
Chapter 554 —
Corporations for Irrigation, Drainage,
Water Supply
or Flood Control
2007 EDITION
CORPORATIONS FOR USE OR CONTROL OF WATER
WATER LAWS
GENERAL PROVISIONS
554.005Â Â Â Â Filing
requirements
554.007Â Â Â Â Effective
time and date of document
554.009Â Â Â Â Correcting
filed document
554.012Â Â Â Â Forms
554.015Â Â Â Â Filing
duty of Secretary of State
554.016Â Â Â Â Filing,
service, copying and certification fees
554.017Â Â Â Â Appeal
from Secretary of StateÂ’s refusal to file document
554.018Â Â Â Â Evidentiary
effect of copy of filed document
554.019Â Â Â Â Certificate
of existence
554.020Â Â Â Â Articles
of incorporation; filing
554.030Â Â Â Â Evidence
of corporate existence
554.040Â Â Â Â Contents
of articles
554.050Â Â Â Â Nonprofit
corporations; further statements in articles
554.060Â Â Â Â Challenge
to validity of organization; effect of defects or omissions
554.070Â Â Â Â Membership;
meetings; voting; proxies; voting trusts; quorum; removal of officers
554.080Â Â Â Â Corporate
existence; powers of corporation
554.082Â Â Â Â Registered
office and registered agent
554.084Â Â Â Â Change
of registered office or registered agent
554.086Â Â Â Â Resignation
of registered agent
554.088Â Â Â Â Service
on corporation
554.090Â Â Â Â Directors;
qualifications; president; seal; secretary-treasurer; exercise of corporate
powers; indemnification
554.100Â Â Â Â Oath
of office
554.110Â Â Â Â Powers
of directors
554.120Â Â Â Â Records
of proceedings of directors; lien docket; deposit of moneys; segregation of
funds; accounting; warrant and bond register
554.130Â Â Â Â Assessments;
certification; collections; lien; foreclosure; service charges; disposition of
proceeds
554.135Â Â Â Â Alternate
method for collecting assessments
554.140Â Â Â Â DirectorsÂ’
duty to institute proceedings to enforce lien; attorney fees
554.150Â Â Â Â Action
to compel assessment
554.160Â Â Â Â Assessments
to provide funds to meet obligations; custody, disbursement and disposal of
funds; general operating expenses
554.170Â Â Â Â Covenants
by landowners; effect
554.180Â Â Â Â LandownersÂ’
notice; contents
554.190Â Â Â Â Recording
notice; effect; lien on land; priority
554.200Â Â Â Â Incurring
indebtedness before notice recorded; scope of notice
554.210Â Â Â Â Plans
and specifications; how adopted
554.220Â Â Â Â Bonds;
denominations; interest; maturities; execution; coupons; amortized installment
obligations
554.230Â Â Â Â Bonds;
recitals; payment; liability of land
554.240Â Â Â Â Retirement
of bonds; conditions of sale; resolution authorizing bond issue; surrender of
bonds in payment of assessments; debts not to exceed assessments or benefits
554.250Â Â Â Â Refunding
bonds
554.260Â Â Â Â Contracts
with governmental agencies or others for financial assistance or cooperative
action
554.270Â Â Â Â Purchase
or lease of works and water rights; provision as to payment; serial coupon
obligations
554.280Â Â Â Â Resolution
for serial coupon obligations; maturities; interest; retirement; recitals; fund
for payment; assessments
554.290Â Â Â Â Warrants
to pay claims; interest; assessments to pay warrants; limitation on amount of
warrants
554.300Â Â Â Â Amendment
of articles; approval by members; dissolution of corporation by members;
inclusion of lands by irrigation, drainage or flood control district
554.302Â Â Â Â Dissolution
of corporation by Secretary of State; conditions
554.305Â Â Â Â Notice
of grounds for dissolution; opportunity for correction; effect of dissolution
554.307Â Â Â Â Reinstatement
of dissolved corporation
554.309Â Â Â Â Denial
of reinstatement; appeal
554.315Â Â Â Â Annual
report; contents; filing with Secretary of State; amended report
554.320Â Â Â Â Exemption
from taxation
554.340Â Â Â Â Judicial
determination of legality of proceedings
554.350Â Â Â Â Service
to lands outside district; findings; tax exemption
REORGANIZATION OF DISTRICTS AS CORPORATIONS
554.375Â Â Â Â Dissolution
of district and reorganization as corporation; meeting of landowners; approval
of reorganization by landowners
554.380Â Â Â Â Articles
of incorporation for corporation formed from dissolved district; required
provisions; status as public corporation; membership
554.385Â Â Â Â Findings
by board of reorganizing district; plan of dissolution; transfer of district
assets to corporation; statement of dissolution
554.390Â Â Â Â Dissolution
of district and reorganization as corporation under ORS 554.320 and 554.375 to
554.390 prohibited after 2004
CORPORATIONS ORGANIZED UNDER 1911 ACT
554.410Â Â Â Â Applicability
of ORS 554.005 to 554.340 to corporations organized under 1911 Act
554.420Â Â Â Â Amendment
of articles, and landownersÂ’ notice, of corporation organized under 1911 Act
554.430Â Â Â Â Applicability
of 1911 Act, as amended, to corporations organized under that Act
554.440Â Â Â Â Malheur
Improvement Company; exclusion or inclusion of land
INCLUSION AND EXCLUSION OF LAND
554.510Â Â Â Â Authority
to include or exclude lands
554.520Â Â Â Â Application
for inclusion or exclusion; approval of members
554.530Â Â Â Â Application;
contents; deposit; filing
554.540Â Â Â Â Meeting
date
554.550Â Â Â Â Notice
of meeting
554.560Â Â Â Â Quorum
for meeting
554.570Â Â Â Â Effect
of exclusion on existing debts
554.580Â Â Â Â Condition
of approval of inclusion
554.590Â Â Â Â Articles
of amendment; filing; effective date
GENERAL PROVISIONS
     554.005
Filing requirements. (1) A
document must satisfy the requirements of this section or any other section in
ORS 554.005 to 554.340 that modifies these requirements, to be entitled to
filing by the Secretary of State under ORS 554.005 to 554.340.
     (2) ORS 554.005 to 554.340, 554.420,
554.440 or 554.510 to 554.590 must require or permit filing the document with
the Office of the Secretary of State.
     (3) The document shall contain the
information required by ORS 554.005 to 554.340, 554.420, 554.440 or 554.510 to
554.590. It may contain other information as well.
     (4) The document must be legible.
     (5) The document must be in the English
language.
     (6) The document must be executed:
     (a) By the chairperson of the board of
directors of a corporation or one of its officers;
     (b) If directors have not been selected or
before the organizational meeting, by an incorporator; or
     (c) If the corporation is in the hands of
a receiver, trustee or other court-appointed fiduciary, by that receiver,
trustee or fiduciary.
     (7) The person executing the document
shall state beneath or opposite the signature the name of the person and the
capacity in which the person signs. The document may, but is not required to
contain:
     (a) The corporate seal.
     (b) An attestation by the secretary or an
assistant secretary.
     (c) An acknowledgment, verification or
proof.
     (8) If the Secretary of State has
prescribed a mandatory form for the document, the document must be in or on the
prescribed form.
     (9) The document must be delivered to the
Office of the Secretary of State and must be accompanied by the required fees.
     (10) Delivery of a document to the Office
of the Secretary of State is accomplished only when the document is actually
received by the Office of the Secretary of State. [1987 c.94 §137; 1999 c.486 §19]
     554.007
Effective time and date of document. (1) Except as provided in subsection (2) of this section and ORS
554.009, a document accepted for filing is effective on the date it is filed by
the Secretary of State and at the time, if any, specified in the document as
its effective time.
     (2) If a document specifies a delayed
effective time and date, so the document becomes effective at the time and date
specified. If a document specifies a delayed effective date but no time, the
document becomes effective on that date. A delayed effective date for a
document may not be later than the 90th day after the date it is filed. [1987
c.94 §139]
     554.009
Correcting filed document.
(1) A corporation may correct a document filed by the Secretary of State, other
than an annual report, if the document contains an incorrect statement or was
defectively executed, attested, sealed, verified or acknowledged.
     (2) A corporation shall correct a document
by delivering articles of correction to the Office of the Secretary of State.
The articles shall include the following:
     (a) A description of the document,
including its filing date, or a copy of the document.
     (b) The incorrect statement and the reason
it is incorrect, or a description of the manner in which the execution,
attestation, seal, verification or acknowledgment is defective.
     (c) A correction of the incorrect
statement or defective execution, attestation, seal, verification or
acknowledgment.
     (3) Articles of correction are effective
on the effective date of the document they correct except as to persons relying
on the uncorrected document and adversely affected by the correction. As to
those persons, articles of correction are effective when filed. [1987 c.94 §140]
     554.010 [Repealed by 1987 c.94 §171]
     554.012
Forms. Upon request, the
Secretary of State may furnish forms for documents required or permitted to be
filed by this chapter. The Secretary of State may by rule require the use of
the forms. [1987 c.94 §138; 1995 c.215 §29]
     554.015
Filing duty of Secretary of State. (1) If a document delivered to the Office of the Secretary of State
for filing satisfies the requirements of ORS 554.005, the Secretary of State
shall file it.
     (2) The Secretary of State files a
document by indicating thereon that it has been filed by the Secretary of State
and the date of filing. After filing a document, except for the annual report, the
Secretary of State shall return an acknowledgment of filing to the corporation
or its representative.
     (3) If the Secretary of State refuses to
file a document the Secretary of State shall return it to the corporation or
its representative within 10 business days after the document was delivered
together with a brief written explanation of the reason for the refusal.
     (4) The Secretary of State’s duty to file
documents under this section is ministerial and is limited in scope of review
as set out by rule of the Secretary of State. The Secretary of State is not
required to verify or inquire into the legality or truth of any matter included
in any document delivered to the Office of the Secretary of State for filing.
The Secretary of StateÂ’s filing or refusing to file a document does not:
     (a) Affect the validity or invalidity of
the document in whole or part; or
     (b) Relate to the correctness or
incorrectness of information contained in the document.
     (5) The Secretary of State’s refusal to
file a document does not create a presumption that the document is invalid or
that information contained in the document is incorrect. [1987 c.94 §141; 1999
c.486 §20]
     554.016
Filing, service, copying and certification fees. The Secretary of State shall collect the fees
described in ORS 56.140 for each document delivered for filing under this
chapter and for process served on the secretary under this chapter. The
secretary may collect the fees described in ORS 56.140 for copying any public
record under this chapter, certifying the copy or certifying to other facts of
record under this chapter. [1991 c.132 §18; 1999 c.652 §16]
     554.017
Appeal from Secretary of StateÂ’s refusal to file document. If the Secretary of State refuses to file a
document delivered to the Office of the Secretary of State for filing, the
corporation, in addition to any other legal remedy that may be available, shall
have the right to appeal from such order pursuant to the provisions of ORS
183.480. [1987 c.94 §142]
     554.018
Evidentiary effect of copy of filed document. (1) A certificate attached to a copy of a document filed by the
Secretary of State, bearing the Secretary of StateÂ’s signature, which may be in
facsimile, is conclusive evidence that the original document, or a facsimile
thereof, is on file with the Office of the Secretary of State.
     (2) The provisions of ORS 56.110 apply to
all documents filed pursuant to ORS 554.005 to 554.340, 554.420, 554.440 and
554.510 to 554.590. [1987 c.94 §143]
     554.019
Certificate of existence.
(1) Anyone may apply to the Secretary of State to furnish a certificate of
existence for a corporation formed under ORS 554.005 to 554.340.
     (2) A certificate of existence when issued
means that:
     (a) The corporation’s corporate name is
registered in this state;
     (b) The corporation is duly incorporated
under ORS 554.005 to 554.340 or chapter 172, Oregon Laws 1911;
     (c) All fees payable to the Secretary of
State under ORS 554.005 to 554.340, 554.420, 554.440 and 554.510 to 554.590
have been paid, if nonpayment affects the existence or authorization of the
corporation;
     (d) An annual report required by ORS
554.315 has been filed by the Secretary of State within the preceding 14
months; and
     (e) Articles of dissolution have not been
filed by the Secretary of State.
     (3) A person may apply to the Secretary of
State to issue a certificate covering any fact of record. [1987 c.94 §144; 1991
c.132 §33]
     554.020
Articles of incorporation; filing. (1) One or more natural persons of the age of 18 or more, a domestic
or foreign corporation, a partnership or an association, by submitting articles
of incorporation to the Office of the Secretary of State for filing, may act as
incorporators of a corporation for one or more of the following purposes:
     (a) Irrigating or draining land.
     (b) Furnishing land with water for
domestic use.
     (c) Protecting land by flood control.
     (2) A true copy of the articles of
incorporation under subsection (1) of this section shall be filed in the county
clerkÂ’s office of the county where the land incorporated is situated.
     (3) The requirements for filing a document
under ORS 554.005, apply to articles of incorporation. [Amended by 1971 c.200 §8;
1987 c.94 §145; 1987 c.579 §1]
     554.030
Evidence of corporate existence. The articles of incorporation or a certified copy of the one filed
with the Secretary of State or county clerk shall be prima facie evidence of
the existence of the corporation.
     554.040
Contents of articles. The
articles of incorporation shall specify:
     (1) The duration of the corporation, if
limited.
     (2) The name assumed by the corporation
and by which it shall be known, which name must include the words “district
improvement company,” except that:
     (a) A corporation organized under ORS
554.005 to 554.340 but not organized for profit, or a corporation incorporated
before March 4, 1937, under chapter 172, Oregon Laws 1911, which amends its
articles to state that the corporation shall not operate for profit and also to
state the matters provided in ORS 554.050, may omit the word “company” from the
name and adopt a name using the words “improvement district” combined with
other appropriate words to designate the name of such district; and
     (b) A district converted to a corporation
under ORS 554.380 shall replace the word “district” with the words “improvement
company.”
     (3) The particular land to be improved by
the works of the corporation, describing the land by legal subdivisions so far
as possible and otherwise by tracts or lots of duly platted land or by metes
and bounds, with the acreage thereof and the names of the respective owners as
shown by the records of the county, and the total number of acres.
     (4) In general but clear language, the
purpose and intent of the corporation, and describe in general language the
proposed plan of improvement whether for one or more of the purposes named in
ORS 554.020.
     (5) The number of directors and the names
of those first holding such office, and the mode and times of the election of
their successors in office.
     (6) The location of the principal office of
the corporation for the transaction of business, which must be in a county
where at least a portion of the land to be improved is situated, and the
mailing address, if different.
     (7) Whether or not such corporation is
organized for profit to the corporation or to its members other than the
benefits accruing from such improvements which are referred to in ORS 554.050.
     (8) The initial registered agent and the
address, including any street and number, of the registered office of the
corporation.
     (9) The name and address of each
incorporator.
     (10) The method of allocating votes to the
membership, which may be based on:
     (a) One vote for each acre of land owned;
or
     (b) One vote for each parcel as defined in
the bylaws of the corporation, regardless of the number of acres owned. [Amended
by 1983 c.717 §31; 1987 c.94 §146; 1995 c.233 §1]
     554.050
Nonprofit corporations; further statements in articles. If the corporation is not formed for the
purpose of operating the business for profit either to the corporation or its
members other than from the benefits to accrue from the improvements and
operation and maintenance hereinafter named, it may be further stated in the
articles of incorporation that:
     (1) The proposed improvement is for
sanitary or agricultural purposes or both and that the proposed improvement
will be conducive to the public health or welfare or public utility or benefit.
     (2) The benefits of the proposed
improvement will exceed the damage to be done and that the best interests of
the land therein described and of the owners of such land as a whole and of the
public at large will be promoted by the formation and proposed improvement and
operation of such district.
     (3) The formation of a corporate district
under the provisions of ORS 554.005 to 554.340 is a proper and advantageous
method of accomplishing the improvement and protection of the lands described
therein.
     (4) All revenue and income of such
corporation, from whatsoever source, shall be received, held, used and expended
exclusively for payment of the cost and expense of the improvements and the
maintenance of same and the payment of indebtedness, interest, cost and expense
of the corporation incurred therefor, and for the operation, maintenance and
necessary expense of such corporation in the conduct of its business for the
purposes thereof as stated in the articles of incorporation according to law.
     (5) Neither the corporation nor its
members shall profit from the business of the corporation other than from the
benefits of improvement of the land for which the corporation is formed.
     (6) It is the intention and desire of all
persons owning or having any interest in any of the described lands to organize
such corporation as a public corporation of
     (7) For the purpose named, all the
landowners and persons having any interest in any of the lands do consent and
join in such corporation by subscribing their respective names thereto.
     554.060
Challenge to validity of organization; effect of defects or omissions. (1) No action, suit or proceeding shall be
maintained for the purpose of avoiding, setting aside or otherwise questioning
or affecting the validity of the organization of a corporation formed for the
purposes stated in ORS 554.050 unless the action, suit or proceeding is
commenced within three months from the date of the filing of the articles of
incorporation by the Secretary of State, or for the purpose of questioning the
sufficiency or correctness of any statement therein when the provisions of ORS
554.005 to 554.340 with respect thereto have been substantially complied with.
     (2) No error in the description of any
tract or parcel of land included in such district or in naming the owner
thereof shall affect the incorporation or relieve the land from the same unless
the owner has been materially prejudiced, misled or injured thereby, and has
instituted proceedings because of same within three months after actual notice
in any manner brought to the owner. Notwithstanding any error, defect or
omission in the articles of incorporation in such case, the corporation is
hereby declared to be a legally organized corporation as to all such owners. [Amended
by 1987 c.94 §147]
     554.070
Membership; meetings; voting; proxies; voting trusts; quorum; removal of officers. (1) Every owner of land described in the
articles of incorporation is a member of the corporation, and membership is
lost or gained through a sale or purchase of any of said land, as the case may
be, by which the legal title is transferred. In case of sale or purchase under
contract without transfer of legal title, the parties may agree with respect to
voting such land as provided in the bylaws, and unless so agreed and determined
pursuant thereto the holder of the legal title shall be entitled to vote.
Corporate owners may by resolution of their board of directors appoint and
designate a proxy as provided by the bylaws.
     (2) At all meetings of the members of the
corporation each member who attends in person, or by proxy appointed in
writing, shall be entitled to vote as provided in the articles of
incorporation. In the absence of a provision in the articles of incorporation,
each member shall be entitled to vote the amount of acreage of the land owned
by the member on the basis of one vote for each acre of land. Nothing in the
laws of
     (3) At any meeting of the members of the
corporation any officer may be removed and another elected in the place of the
officer. There must be at least one regular meeting of the members in each
year, to be fixed by the bylaws, and there shall be such other meetings as may
be called under the provisions of the bylaws.
     (4) When members representing a majority
of the votes entitled to be cast or their appointed proxies do not attend the
regular annual meeting of the members of the corporation or any other meeting
called under the bylaws, the directors of the corporation may call another
meeting of the members on a date that is not later than 60 days after the date
of the meeting at which a quorum was not obtained. At such subsequent meeting,
members representing 25 percent or more of the votes entitled to be cast shall
constitute a quorum for the transaction of business. [Amended by 1985 c.466 §1;
1995 c.233 §2]
     554.080
Corporate existence; powers of corporation. When the articles of incorporation are filed by the Secretary of
State, the persons appointed in the articles as directors, and their successors
in office, associates and assigns, by the name assumed in such articles, shall
thereafter be deemed a body corporate with power:
     (1) To sue and be sued.
     (2) To contract and be contracted with.
     (3) To have and use a corporate seal and
to alter the same at pleasure.
     (4) To purchase, condemn by the power of
eminent domain, possess and dispose of such real and personal property as may
be necessary and convenient to carry into effect the objects of the
corporation, and to take, hold, possess and dispose of all real and personal
property donated to such corporation by the United States or by any state,
territory, county, city or other municipal corporation or by any person, for
the purpose of aiding in the objects of such corporation.
     (5) To appoint such subordinate officers,
employees and agents as the business of the corporation may require, and
prescribe their duties and compensation.
     (6) To make, establish or amend bylaws,
rules and regulations, not inconsistent with the laws of the state, the
articles of incorporation, or the covenants and provisions of the landownersÂ’
notice provided in ORS 554.170 to 554.190, if any is filed, prescribing the
manner and mode of conducting the business of the corporation, distributing and
using water in domestic use, irrigation, usage of any drainage or flood control
works, and enforcing the collection of rates, tolls, charges, fees, fines and
assessments, but such bylaws, rules and regulations must be ratified by
two-thirds of the votes of the members of the corporation.
     (7) To prescribe, fix, make and charge and
collect from the water users or those who receive the benefits of the
corporation, rates, tolls, fees, fines and charges for the maintenance and
operation of the corporation, for the use of water, or for the use of any of
the works of the corporation, or for violation of any of the bylaws, rules and
regulations of the corporation; such rates, tolls, fines, fees and charges
shall be a lien on the crops produced as prescribed in ORS 545.275, and may
also be made a lien upon the land to which the water was furnished, or benefit
was provided, as prescribed in ORS 554.135.
     (8) To make, levy and collect any
assessment either ratably or in proportion to the benefits received as the
bylaws or recorded landownersÂ’ notice may provide, upon the lands described in
the articles of incorporation, for the purpose of providing the amount of money
required to be raised by the corporation through such assessments for any
purposes whatsoever, including maintenance and operation, estimated
delinquencies on assessments, principal and interest of maturing indebtedness,
and such reserve as may be necessary or provided by the bylaws, subject to the
limitations, restrictions and provisions of the recorded landownersÂ’ notice. [Amended
by 1987 c.94 §148; 1991 c.459 §432d]
     554.082
Registered office and registered agent. (1) Each corporation shall continuously maintain in this state a
registered agent and registered office that may be, but need not be, the same
as any of its places of business.
     (2) A registered agent shall be:
     (a) An individual who resides in this
state and whose business office is identical to the registered office;
     (b) A domestic corporation or domestic
nonprofit corporation whose business office is identical to the registered
office; or
     (c) A foreign corporation or foreign
nonprofit corporation authorized to transact business in this state whose
business office is identical to the registered office. [1993 c.190 §19; 2001
c.315 §56]
     554.084
Change of registered office or registered agent. (1) A corporation may change its registered
office or registered agent by delivering to the Office of the Secretary of
State for filing a statement of change that sets forth:
     (a) The name of the corporation;
     (b) If the registered office is to be
changed, the address including street and number of the new registered office;
     (c) If the registered agent is to be
changed, the name of the new registered agent and that the new agent has
consented to the appointment; and
     (d) That after the change or changes are
made, the street addresses of its registered office and the business office of
its registered agent will be identical.
     (2) If a registered agent changes the
street address of the agentÂ’s business office, the registered agent shall
change the street address of the registered office of the corporation for which
the agent is the registered agent by notifying the corporation in writing of
the change and signing, either manually or in facsimile, and delivering to the
Office of the Secretary of State a statement that complies with the
requirements of subsection (1) of this section and recites that the corporation
has been notified of the change.
     (3) The filing of the statement by the
Secretary of State shall terminate the existing registered office or agent, or
both, on the effective date of the filing and establish the newly appointed
registered office or agent, or both, as that of the corporation. [1993 c.190 §20]
     554.086
Resignation of registered agent. (1) A registered agent may resign as agent upon delivering a signed
statement to the Office of the Secretary of State and giving notice in the form
of a copy of the statement to the corporation. The statement may include a
statement that the registered office is also discontinued.
     (2) Upon delivery of the signed statement,
the Secretary of State shall file the resignation statement. The copy of the
statement given to the corporation under subsection (1) of this section shall
be addressed to the corporation at the corporationÂ’s mailing address or the
corporationÂ’s principal office as shown by the records of the Office of the
Secretary of State. For purposes of this subsection, written notice is
effective at the earliest of the following:
     (a) When received;
     (b) Five days after its deposit in the
United States mail, as evidenced by the postmark, if mailed postpaid and
correctly addressed; or
     (c) On the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested and
the receipt is signed by or on behalf of the addressee.
     (3) The agency appointment is terminated
and the registered office discontinued, if so provided, on the 31st day after
the date on which the statement was filed by the Secretary of State, unless the
corporation shall sooner appoint a successor registered agent as provided in
ORS 554.082, thereby terminating the capacity of such agent. [1993 c.190 §21]
     554.088
Service on corporation. (1)
The registered agent appointed by a corporation shall be an agent of the
corporation upon whom any process, notice or demand required or permitted by
law to be served upon the corporation may be served.
     (2) The Secretary of State shall be an
agent of a corporation including a dissolved corporation upon whom any such
process, notice or demand may be served whenever the corporation fails to
appoint or maintain a registered agent in this state or whenever the
corporationÂ’s registered agent cannot with reasonable diligence be found at the
registered office.
     (3) Service shall be made on the Secretary
of State by:
     (a) Serving the Secretary of State or a
clerk on duty at the office a copy of the process, notice or demand, with any
papers required by law to be delivered in connection with the service, and the
required fee for each party being served or by mailing to the office a copy of
the process, notice or demand and the required fee for each party being served
by certified or registered mail;
     (b) Transmittal by the person instituting
the proceedings of notice of the service on the Secretary of State and copy of
the process, notice or demand and accompanying papers to the corporation being
served by certified or registered mail:
     (A) At the last registered office of the
corporation as shown by the records on file in the Office of the Secretary of
State; and
     (B) At such address the use of which the
person initiating the proceedings knows or, on the basis of reasonable inquiry,
has reason to believe is most likely to result in actual notice; and
     (c) Filing with the appropriate court or
other body, as part of the return of service, the return receipt of mailing and
an affidavit of the person initiating the proceedings stating that this section
has been complied with.
     (4) The Secretary of State shall keep a
record of all processes, notices and demands served upon the Secretary of State
under this section.
     (5) After completion of initial service
upon the Secretary of State, no additional documents need be served upon the
Secretary of State to maintain jurisdiction in the same proceeding or to give
notice of any motion or provisional process.
     (6) Nothing contained in this section
shall limit or affect the right to serve any process, notice or demand required
or permitted by law to be served upon a corporation in any other manner now or
hereafter permitted by law, or enlarge the purposes for which service on the
Secretary of State is permitted where such purposes are limited by other
provisions of law. [1993 c.190 §22]
     554.090
Directors; qualifications; president; seal; secretary-treasurer; exercise of
corporate powers; indemnification. (1) No person is eligible to the office of director unless the person
is a member of the corporation. The directors named in the articles of
incorporation and thereafter when elected by the members shall promptly qualify
and thereupon meet and organize and elect one of their number president who
shall preside at their meetings and at the meetings of the members. The board
shall adopt a seal with a suitable design.
     (2) The board shall elect a secretary who
shall keep a fair and correct record of all its proceedings and the official
business of the corporation, which shall be open to the inspection of all
members as well as to all other interested persons. The secretary may or may
not be a member of the board and shall hold the office of treasurer of the
corporation and shall receive and receipt for all moneys received.
     (3) From the first meeting of the
directors, the powers vested in the corporation shall be exercised by them or
by their officers or agents under their direction except as otherwise specially
provided by law.
     (4) Subject to ORS 554.150, the directors
and officers of any corporation incorporated under this chapter shall be
entitled to indemnification in the same manner as allowed under ORS 65.387 to
65.414. [Amended by 1969 c.345 §17; 1995 c.233 §3]
     554.100
Oath of office. Each
director shall, before entering upon official duties, take and subscribe to an
oath before some officer authorized by law to administer oaths, that the
director will honestly, faithfully and impartially perform the duties devolving
upon the director in office as director, and that the director will not neglect
any of the duties imposed upon the director by law.
     554.110
Powers of directors. The
board of directors shall have full power and authority to:
     (1) Build, construct and complete any
works and improvements needed to carry out the plan of improvement of the lands
described in the articles of incorporation.
     (2) In the name of the corporation, make
all necessary water filings and appropriations of water for every purpose of
the articles of incorporation.
     (3) Operate and maintain such works as are
necessary, convenient or beneficial for said purposes.
     (4) Hire employees as may be required, and
purchase machinery, equipment and supplies.
     (5) Generally contract with reference to
any of said matters as the board may determine for the purposes and within the
scope of the powers granted in ORS 554.005 to 554.340 for improving the land. [Amended
by 1995 c.79 §307]
     554.120
Records of proceedings of directors; lien docket; deposit of moneys;
segregation of funds; accounting; warrant and bond register. (1) The board of directors shall cause to be
kept a well-bound book entitled “Records of Proceedings of Board of Directors,”
in which shall be recorded minutes of all meetings, proceedings, certificates,
bonds, and any and all corporate acts, which records shall be at all times open
to the inspection of anyone interested, whether members or creditors.
     (2) A lien docket shall also be provided,
in which, as to every tract of each owner, all assessments or liens shall be
charged and all payments shall be credited, and in which interest on any
assessments in arrears shall be charged at time of payment of any installment,
to the end that such record shall show the true condition of all liens and the
amount thereof.
     (3) Except as otherwise provided by ORS
554.160 (2), all money of the corporation shall be deposited with a convenient
insured institution or trust company, as those terms are defined in ORS
706.008, in the name of the corporation, and all funds provided to be
segregated and held separate shall be so kept, and an accounting of each of
such funds upon the books of the corporation shall be correctly kept.
     (4) A warrant register shall be provided
in which shall be separately kept a record of all warrants issued, the number,
date and amount thereof with the name of payee, and the date paid, showing principal
and interest separately. The corporation shall keep a register of all bonds
with a description thereof, the date thereof and when issued, and generally
such a record as shall show all outstanding bonds separately of the several
issues and kinds of payments. [Amended by 1969 c.694 §46; 1997 c.631 §492; 2001
c.215 §29]
     554.130
Assessments; certification; collections; lien; foreclosure; service charges;
disposition of proceeds. (1)
The board of directors shall each year on or before a day fixed in the bylaws
of the corporation, and if not therein fixed then on or before September 1 of
each year, make a computation of the whole amount of money to be raised by the
corporation through assessments for the ensuing year for any purposes
whatsoever, including maintenance and operation, estimated delinquencies on
assessments, principal and interest of indebtedness maturing, and such reserves
as may be necessary or provided by the bylaws of the corporation.
     (2) This amount when so determined by the
board shall be an assessment upon all the land described in the articles of
incorporation and apportioned to each and every acre or parcel thereof as
provided in the bylaws of the corporation or the recorded landownersÂ’ notice
subject to its limitations, restrictions and provisions. Unless the board
requires the assessment to be paid in advance of the delivery of water, the
assessments shall become due and payable in quarter-annual installments, the
first of which shall become due three months after the date fixed for the
assessment in the bylaws, and if not fixed therein such assessment shall become
due within three months after September 1 of each year, and shall bear interest
at the rate of two-thirds of one percent per month from the maturity of each
installment until paid. Any unpaid assessment and the lien thereof as provided
in this section shall be delinquent after the date of maturity of the last
installment thereof and may be enforced and foreclosed. Upon the sale of any
lands on such foreclosure the corporation or any member thereof or any creditor
of the corporation or other person may be a bidder and purchaser. When the
bylaws provide rates, tolls, charges, fees, fines and assessments for the use
of water or for the use of any of the works of the corporation, the bylaws
shall also provide for the time and manner of collection thereof.
     (3) Notwithstanding the provisions of
subsection (2) of this section, the board may certify the assessments including
any interest thereon to the county assessor of the county in which the assessed
lands lie. Such assessments, if certified and presented after July 15 and on or
before the following July 15, shall be assessed against the premises serviced
on the next assessment and tax roll prepared after July 15 by the tax assessor
of the county in which the corporation is situated. The assessments shall
thereupon be collected by the tax collector and distributed to the treasurer of
the nonprofit corporation in the same manner as taxes and other charges on the
assessment and tax roll are certified, assessed, collected and distributed.
     (4) The treasurer of the nonprofit
corporation shall keep the proceeds of the assessments in appropriate accounts
depending upon the purpose of the assessments, and disbursements for the
expenses of the corporation shall be paid out of the appropriate account. [Amended
by 1971 c.436 §1; 1973 c.93 §1; 1983 c.652 §1; 1995 c.233 §4; 1997 c.819 §15]
     554.135
Alternate method for collecting assessments. (1) In lieu of the method of levy and assessment provided for in ORS
554.130, the board of directors may provide in the bylaws or by resolution for
the billing and collection of the rates, tolls, fees, fines and charges of the
corporation in the manner provided in this section. The provision in the bylaws
or the resolution may apply to rates, tolls, fees, fines and charges for the
operation and maintenance of the corporation, for the use of water, or for the
use of any of the works of the corporation, or for violation of any of the
bylaws, rules and regulations of the corporation, or for principal and interest
of maturing indebtedness.
     (2) The bylaws or the resolution
establishing the rates, tolls, fees, fines and charges shall fix the time when
they shall become due and payable, and shall also fix a time after which they
shall become delinquent, which time shall be any time within one year from the
due date.
     (3) If any rates, tolls, fees, fines or
charges remain unpaid after the delinquency date, the secretary of the
corporation may file a Notice of Claim of Lien with the recording officers of
the county of each county in which land is situated which received or was
entitled to receive the benefit of the water delivery or other benefits from
the corporation for which the rates, tolls, fees, fines or charges have been
made. The Notice of Claim of Lien shall be in writing and must contain:
     (a) The name of the person or entity to
whom water was delivered or was deliverable or who received benefits from or
was entitled to receive benefits from the works of the corporation;
     (b) A statement of the amount claimed past
due; and
     (c) A description of the land which
received or was entitled to receive the benefit of the water delivery or other
benefits of the corporation sufficient for identification. Upon such filing,
the rates, tolls, fees, fines or charges shall become a lien upon all lands
therein described in the amounts set forth opposite each tract of land.
     (4) If rates, tolls, fees, fines or
charges, or any installment thereof, are not paid when due, interest shall be
charged and collected on the past due amount at the rate of one and one-half
percent per month, or fraction of a month, until paid.
     (5) Upon the filing of the Notice of Claim
of Lien, the board of directors by resolution may direct that all delinquent
rates, tolls, fees, fines and charges represented thereby shall be foreclosed
by the district. The foreclosure shall follow the procedures and be
accomplished in the manner provided in ORS 545.502, 545.504 and 545.506. [1991
c.459 §432c]
     554.140
DirectorsÂ’ duty to institute proceedings to enforce lien; attorney fees. (1) The board of directors shall institute
proceedings to enforce the lien of any assessment when the last installment of
such assessment is delinquent for more than three months. If the board fails to
promptly institute and diligently prosecute in good faith proceedings for
enforcement of a lien after that time and any member or creditor of the
corporation shall give written notice to the board of such delinquency and
request that such procedure be instituted and the board neglects for 30 days
thereafter in good faith to bring suit to enforce the lien, the members of the
board so failing shall each be jointly and severally liable to the corporation
in the amount of the delinquent assessment.
     (2) Any member or creditor of the
corporation may bring an action on behalf of the corporation in its name
against any such directors to enforce the payment thereof; however, no
directors shall be personally liable for payment of a delinquent assessment if:
     (a) The record of proceedings of a duly
constituted meeting of the board held prior to the commencement of such action
show either that such director presented or voted in favor of a resolution
presented and voted upon by the board calling for the prompt commencement of
such enforcement proceedings; or
     (b) If no meeting of the board was held
between the time prescribed for enforcement of a delinquent assessment lien and
the commencement of an action against the directors by a member or creditor of
the corporation, that such director duly requested a special meeting of the
board of directors be called for the purpose of adopting such a resolution and
that the proposed resolution was submitted with the request.
     (3) In any legal proceeding instituted by
the board of directors of the corporation as provided in this section, the
court may award to the prevailing party, in addition to the costs and
disbursements of such proceedings, a reasonable attorney fee at trial and on
appeal. [Amended by 1963 c.549 §1; 1981 c.897 §65; 1995 c.618 §87]
     554.150
Action to compel assessment.
If the board of directors neglects to make any assessment provided by ORS
554.005 to 554.340 for 30 days after the time when it is required to be made,
any member of the corporation or any creditor thereof who is likely to be
injured thereby may bring an action to compel the assessment to be made. In any
such case the costs and expenses thereof may be assessed to the directors who
were willfully negligent in failing to make the same and judgment rendered
against them jointly and severally by the court in the same action. In such
action the corporation and the directors shall be parties defendant. [Amended
by 1979 c.284 §173]
     554.160
Assessments to provide funds to meet obligations; custody, disbursement and
disposal of funds; general operating expenses. (1) When any bonds or obligations of the
corporation are payable from revenue of assessments pledged for the payment
thereof, the board of directors shall, at the time of creating such
indebtedness or issuing such bonds or obligations or at any time thereafter
when assessments therefor are made, designate such fund by appropriate name and
shall at the time of making each assessment thereafter determine the amount and
portion of the assessment in dollars which is required to be then made for
revenue of such fund. In determining and levying every assessment provided in
ORS 554.005 to 554.340 the board of directors shall provide separately for the
amount to be so raised for each of the several funds so designated and named
including the general operation and maintenance fund.
     (2) The revenues apportioned to the funds
pledged to the payment of bonds and obligations shall be separately held and
kept and accounted for. The corporation shall disburse the funds only for the
purposes for which levied until the indebtedness and obligation for which the
assessment was made is fully paid with interest, whereupon the remainder shall
be transferred to the general fund of the corporation for the payment of
expenses of the corporation and its operation and maintenance. At the time of
making assessments the board of directors shall first determine the estimated
amount necessary for the expenses of operation and maintenance and then the
several amounts for the respective funds, and determine that the whole amount
thereof is within the limitations, restrictions and provisions of the
landownersÂ’ notice provided for in ORS 554.170 to 554.190. [Amended by 1969
c.694 §47; 2001 c.215 §30]
     554.170
Covenants by landowners; effect. Owners of all the land described in the articles of incorporation or
amendments thereto may at any time after the adoption of the plans and
specifications for improving the land as provided in ORS 554.210, mutually
covenant and agree for the purpose of binding their respective lands, as
provided in ORS 554.180. Such covenants and agreements shall attach to and run
with the land for the purpose of limiting, restricting and governing the
conduct of the corporation. Such covenants, limitations, restrictions and
agreements must not be inconsistent with the articles of incorporation, and
after the recording of the same as provided in ORS 554.190 they may not be
altered, amended, modified or rescinded during the life of such corporation
without the consent of landowners representing two-thirds of the lands in the
district and persons having an interest in such lands and the corporation and
its creditors if any there are. After the recording, the bylaws of the
corporation and every act and proceeding of such corporation must be in
accordance with and subject to the limitations, restrictions and provisions
thereof. [Amended by 1965 c.427 §1]
     554.180
LandownersÂ’ notice; contents.
(1) If the owners of all the land desire to enter into such covenant with
respect to matters hereinafter provided they shall make, subscribe and
acknowledge before some person authorized to take acknowledgment of deeds, a
notice to whom it may concern, which notice shall contain:
     (a) A description of the land with the same
particularity as is provided for in the articles of incorporation.
     (b) A statement that the owners of the
described land have incorporated themselves under the corporate name of
(stating such name), and that the land will be improved as described in the
articles of incorporation of record in the Office of the Secretary of State and
in the office where deeds and other instruments affecting the title to real
property are recorded in the county where the land is situated.
     (c) A statement either that the land shall
be subject to any indebtedness incurred by the corporation, or that the land
shall be subject to the lien of any assessments thereon by the corporation for
its works and the improvement of the land as described in the articles of
incorporation under the provisions of ORS 554.005 to 554.340.
     (2) If all the landowners desire, they may
therein further limit, restrict and provide with respect to said matters and
the conduct of the corporation with regard to the described land by mutually
determining and stating therein any or all of the following:
     (a) Whether all the land is uniformly and
in like amount per acre or per parcel thereof benefited by the improvements;
and if not so benefited they may by agreement determine and apportion the
relative amount of benefits per acre or per parcel between the several parcels
and portions describing the same with the same particularity as is provided for
the articles of incorporation.
     (b) The whole amount of benefit per acre
or per parcel which will accrue from the works and improvement proposed in the
articles of incorporation. If the lands are not uniformly benefited they may
determine and appraise the benefits as to the several parcels and portions of
all of the land and in that case particularly describe the same and state the
amount of benefits accruing to the respective portions and parcels thereof per
acre or per parcel in dollars, which shall in such case be the maximum amount
per acre or per parcel as a lien thereon for any purpose of the corporation other
than for operation and maintenance.
     (c) The whole amount in dollars of annual
benefits which will accrue per acre or per parcel from the works and
improvement described in the articles of incorporation. If it has been
determined that all the land is not so uniformly and equally benefited they
shall in such case determine and state the amount in dollars of the annual
benefit per acre or per parcel of the several parcels and portions of all the
land particularly describing the same, which amount of annual benefits so
determined shall be the maximum amount of assessments by the corporation per
acre or per parcel made and apportioned according to such determination as a
lien upon the land payable per annum inclusive of the operation and maintenance
assessments, and the assessment of any land in any year in excess of these
annual benefits is to the extent of such excess void. [Amended by 1987 c.94 §149;
1995 c.233 §5]
     554.190
Recording notice; effect; lien on land; priority. (1) The notice shall be recorded in the
office where deeds and other instruments affecting the title to real property
are recorded in the county where the land is situated. From the recording
thereof such notice shall be a covenant to and with the corporation and its
members and creditors, attaching to and running with the described land and
every part thereof, granting the rights, privileges and liens as in ORS 554.005
to 554.340 provided and in the notice stated with respect thereto. In addition,
such recording shall constitute prior approval of the members of the
corporation of those actions of the board of directors obligating the
corporation as authorized in ORS 554.220 to 554.280.
     (2) If it is stated in the notice that the
land described in the articles of incorporation and the notice shall be subject
to any indebtedness incurred by the corporation, all debts and obligations of
the corporation theretofore and thereafter created shall be a lien upon the
land described in the notice prior to every other lien attaching to the land
subsequent to the time of recording of the notice, except state, county and
school taxes, whether such debt or obligation of the corporation is in
existence at the time the latter lien attaches or is created afterward. Such
lien shall not be personal but shall be an obligation upon the land and run
with the land.
     (3) If, however, the landowners state in
the notice that the land described in the articles of incorporation shall be
subject to the lien of assessments by such corporation for the works and
improvement of the land, then all the debts and obligations of the corporation
shall be a direct obligation of the corporation with the irrevocable right of
the creditors and obligees to have assessments made by the corporation for the
payment of such debts and obligations pursuant to the provisions of ORS 554.005
to 554.340 and within the limitations, restrictions and provisions of the
landownersÂ’ notice. In such case every debt and obligation of the corporation
created within the limitations and restrictions of the landownersÂ’ notice is
with the implied or express covenant that the corporation will make the
assessments necessary to be made for the payment thereof as same may mature and
be payable, and will prorate and apportion the same to all the described lands
in accordance with the provisions of ORS 554.005 to 554.340 and the notice.
Every assessment made pursuant to this subsection and the landownersÂ’ notice by
the corporation and prorated and apportioned pursuant to such notice within the
limitations, restrictions and provisions thereof shall be a lien upon the
acreage of such land as so assessed by the corporation, and the lien shall
relate back, vest and attach thereto as of the time of filing for record of the
landownersÂ’ notice. Every other lien, right, title, interest and estate
attaching, vesting or in any manner accruing or acquired subsequent to the
filing of such landownersÂ’ notice, whether before or after such assessment,
except state, county and school taxes, shall be inferior and subject to the
lien of such assessment. [Amended by 1991 c.459 §432e]
     554.200
Incurring indebtedness before notice recorded; scope of notice. When any corporation is organized pursuant
to ORS 554.005 to 554.340, the board of directors and the corporation may not
lawfully incur any indebtedness or obligation of such corporation, except as
otherwise provided in ORS 554.005 to 554.340, before the landownersÂ’ notice has
been executed and recorded. When the notice is so recorded, it shall be notice
to the world of the facts therein stated. It shall not be necessary, for the
purpose of the lien of any assessment or indebtedness of the corporation upon
any of the lands described therein, to file or record in the office where deeds
and other instruments affecting the title to real property are recorded, any
resolution of the corporation or notice of assessment, indebtedness or lien;
but as to all matters upon the recording of the landownersÂ’ notice every person
interested in any of the land therein described or dealing with respect thereto
is put upon inquiry respecting the same and shall ascertain from the
corporation the extent and amount of such indebtedness, assessment and lien
upon the land. [Amended by 1987 c.158 §117]
     554.210
Plans and specifications; how adopted. (1) Owners of all the land described in the articles of incorporation
may by unanimous agreement in writing, subscribed and acknowledged by them,
cause to be prepared and approve and adopt detailed plans and specifications
for the works and improving of the lands under the plan described in the
articles of incorporation, and make a report upon the same, including an
estimate of the probable cost thereof, and shall thereupon file the same with
the secretary of the corporation. In such case the board of directors shall adopt
a resolution briefly reciting the facts thereof and accepting, approving and
adopting the same as the plan of improvement of the land described in the
articles of incorporation. Such plans and specifications and report shall be
the plans of the corporation for the works and improvement of the land. If the
landowners do not so adopt plans and specifications and a report thereon by
unanimous consent, such plans and specifications and report may be adopted by
resolution at a meeting of members as provided in subsection (2) of this
section.
     (2) In such case, the board of directors
at any meeting of the board may adopt a resolution designating and authorizing
the expenditure of a certain amount of money for preliminary investigation and
report upon the plans and cost of works and construction, or repair or
reconstruction of the same, or purchasing or acquiring any property, ditches,
dikes, levees, plants, improvements, easements, rights of way, water rights, or
other things necessary, advantageous or beneficial for improving the land under
the plan described in the articles of incorporation; or they may by resolution
determine and declare that such preliminary investigation and the expense
thereof is unnecessary. The directors shall then secure a competent engineer,
if they determine that it is necessary or desirable, who shall make such
investigation, and prepare detailed plans and specifications and make a report
upon the same, including an estimate of the probable cost thereof, or they may
prepare detailed plans and specifications and report with an estimate of the
probable cost thereof without securing an engineer. The directors shall submit
the detailed plans and specifications and report to a meeting of the members of
the corporation for adoption. Adoption must in that case be made by resolution
passed by a two-thirds vote of all the votes to which the members may be
entitled.
     554.220
Bonds; denominations; interest; maturities; execution; coupons; amortized
installment obligations. (1)
At any time after recording the landownersÂ’ notice as provided in ORS 554.190
and adoption of a plan for improvement of the land described in the articles of
incorporation as provided in ORS 554.210, the board of directors may, if in
their judgment it seems best, and subject to the limitations, restrictions and
provisions of the landownersÂ’ notice, issue bonds or other obligations of the
corporation necessary or convenient for improving the lands, including the
refunding of outstanding bonds and any indebtedness of the corporation.
     (2) The bonds shall be in such
denominations as the board may determine, and bear interest from date at a rate
determined by the board, payable semiannually, to mature at intervals to be
determined by the board, both principal and interest being payable at some
convenient insured institution or trust company, as those terms are defined in
ORS 706.008, that is named in the bonds. The bonds shall be signed by the
president of the corporation and attested with the seal of the corporation and
the signature of the secretary. They may be issued so as to mature serially in
annual amounts so as to be approximately equal, principal and interest, and may
be issued so as to include a sum sufficient to pay the first four yearsÂ’
interest, or less, to accrue on the bonds, and be numbered serially in the
order in which they mature. Each such bond shall have interest coupons attached
bearing the serial number of the bond, which coupons shall be serially numbered
in the order of maturity.
     (3) If the directors so determine, they
may issue for the purposes stated in this section, or as provided in ORS
554.270 and 554.280, one or more amortized installment obligations of the
corporation constituting a designated series of such bonds as particularly
described in ORS 554.280, all of which obligations shall be evenly and ratably
paid as the attached installments mature as determined by the board of
directors and as described in ORS 554.280. The latter bonds and coupons shall
be executed and attested as provided by subsections (1) and (2) of this section
for bonds of the corporation. [Amended by 1969 c.694 §48; 1977 c.188 §10; 1981
c.94 §49; 1981 c.526 §7; 1997 c.631 §493; 2001 c.215 §31]
     554.230
Bonds; recitals; payment; liability of land. (1) Bonds or obligations of the corporation shall refer therein to ORS
554.005 to 554.340 and to the resolution of the board of directors authorizing
the same, and shall briefly recite the purpose for which issued. If they
constitute a lien on the land described in the articles of incorporation they
shall so state therein; otherwise they shall state that they and the interest
thereon are payable by the revenue derived from the annual assessments by the
corporation upon the land described in the articles of incorporation and the
landownersÂ’ notice, which assessments are lien-apportioned to every acre of
such land and assessed for a fund pledged for the payment thereof, and that the
corporation covenants to and with the holder thereof to make such assessments
as required by the laws of Oregon and to pay the obligation (or bond) at the
maturity therein provided, and further that the assessment required to be made
for the payment thereof at maturity will not together with all other
assessments required for payment of the debts and obligations, operation and
maintenance, and other charges, exceed the limitations prescribed in the
landownersÂ’ notice.
     (2) Upon the issue of any bond or
obligation payable by revenue derived from assessment by the corporation upon
the land for a fund designated in the resolution authorizing such issue, the
land described in the articles of incorporation and the landownersÂ’ recorded
notice shall thereafter be and remain liable to be assessed for such payments
as provided in and subject to the provisions of ORS 554.005 to 554.340.
     554.240
Retirement of bonds; conditions of sale; resolution authorizing bond issue;
surrender of bonds in payment of assessments; debts not to exceed assessments
or benefits. (1) The
corporation may provide that bonds or any of them may be retired at the option
of the corporation on any interest-paying date after the expiration of a time
determined and fixed therein.
     (2) Bonds and obligations shall not be
sold for less than 90 percent of their face value, and may be issued all at the
same time or in such amounts as the board deems necessary. Before issuing any
bonds or obligations the board shall first pass a resolution authorizing the
same and provide the whole amount thereof and the purpose of same and if
payable from a separate fund shall designate the same. The resolution shall
prescribe the form and substance of the bonds or obligations and provide with
respect thereto the matters and things otherwise prescribed therefor in ORS
554.005 to 554.340.
     (3) When any bond, obligation or coupon is
payable from revenue by assessment to constitute a fund for the payment
thereof, any such bond, obligation or coupon may at or after its maturity be
surrendered to the corporation in payment of such assessment, but not in
payment of any assessment for operation and maintenance expense or any other
fund separately pledged for payment of other obligations, bonds or debts of the
corporation. Bonds and obligations received in payment of any obligation shall
be numbered consecutively and the lowest numbers paid off first.
     (4) No obligations of the corporation
shall be issued by the board unless it is determined that the annual assessment
which will be required for the payment thereof as same matures together with
other assessments which will be necessary for maintenance and operation expense
and other purposes will not exceed in the whole the maximum amount of annual
benefits which may be assessed and apportioned in any one year. Nor shall debts
be incurred and obligations issued the aggregate amount of which will exceed
the limitation determined by the determined benefits as stated in the recorded
landownersÂ’ notice.
     554.250
Refunding bonds. The board
of directors may issue bonds for the purpose of refunding or satisfying any of
the bonded or other indebtedness of the corporation, whether or not due, or
which has or may become payable at the option of the corporation, or by consent
of the holders of the indebtedness, or by any lawful means, whether such bonded
or other indebtedness is now existing or may hereafter be created, and there
are not funds in the treasury of the corporation available for the payment of
the same and unpaid interest thereon.
     554.260
Contracts with governmental agencies or others for financial assistance or
cooperative action. Whenever
the board of directors of the corporation shall by resolution determine it to
be for the best interest of the corporation, the board may enter into contract
with the United States or its duly constituted agencies, or any municipal or
other corporation of Oregon, or any person, for the purpose of procuring or
receiving a loan or financial assistance for any works or improvement of the
corporation, or for the maintenance and operation of any works or improvement
of the corporation or of such other party, or for the purpose of acquiring
jointly or controlling and managing in conjunction with such other party any
works or improvement or any easement or right of way necessary for such
improvement or work; and may bind the corporation for the maintenance, support
and operation of the whole or any part thereof after construction of the same;
and may agree that any works or improvement of the United States or any
constituted governmental agency embracing any part of the works or improvement
of the corporation or serving any purpose thereof shall be subject to the
control, rules and regulations of the United States or any of its constituted
agencies or officers as any law or regulation of the United States may require;
and may agree to protect the United States and its constituted governmental
agencies or officers from any loss or damage by reason of any works or
improvement for or in behalf of the corporation as any law may require as a
condition thereof; and may contract with the United States to furnish without
cost such easements and rights of way and other property as shall be necessary
for the proposed improvement and works of the corporation and their maintenance
and operation, as required or provided by law as a condition thereof.
     554.270
Purchase or lease of works and water rights; provision as to payment; serial
coupon obligations. (1)
Whenever the board of directors of the corporation shall by resolution
determine that it is to the best interest of the corporation, the board may
enter into contracts for the purchase or option to purchase or lease, upon such
terms as it determines to the best interest of the corporation, any ditch,
works, improvement, easement, right of way, water right or other thing required
or advantageous to the corporation for the works and improvement of the land
described in the articles of incorporation within the scope of the purposes
therein named.
     (2) In any such case the board may by such
contract provide for spreading the payments over such period as may be agreed
upon and may issue therefor serial installment coupon obligations in such
number and denominations as it may determine, inclusive of interest at such
rate as the board may provide on all unpaid assessments, together with an
amount sufficient to pay a proportionate part of the cost of administering the
bond assessment program and issuing the bonds authorized under ORS 554.220 and
554.250, including, but not limited to, legal, printing and consultantÂ’s fees,
such amount to be determined by the governing body. The installment coupons
shall be of such amount and stated maturity as will pay and retire all
installment coupon obligations of such designated series evenly, justly and
ratably from year to year at the same time, and shall be general obligations of
the corporation, payable from a fund as provided in ORS 554.280. [Amended by
1981 c.322 §9]
     554.280
Resolution for serial coupon obligations; maturities; interest; retirement;
recitals; fund for payment; assessments. (1) For the purpose stated in ORS 554.270, the board of directors
shall by resolution determine and declare that the same is to the best interest
of the corporation; briefly describe the purpose and object thereof and the
amount of money required therefor; provide for, authorize and direct issuing
the installment coupon obligations, describing and fixing the number of such
obligations constituting the series and the denominations thereof; and shall
adopt and prescribe the form and substance of such obligations. Each obligation
shall bear the same series designation and be separately serially numbered,
which series designation and serial number shall likewise appear upon each
installment coupon attached. Coupons of each obligation shall be serially
numbered in the order of their maturity and shall be so payable at a place
designated in the bonds.
     (2) Interest at a rate determined by the
board may be included and amortized for the retirement of both principal and
interest as provided in the resolution and in this section. Every obligation
shall recite that it is issued pursuant to such resolution and payable from a
fund derived from annual assessments of the lands described in the articles of
incorporation for such purpose, the proceeds of which are pledged for the
payment, and that the corporation covenants to levy such assessments according
to law and the resolution in amount sufficient, inclusive of estimated
delinquencies, to pay the installment coupons thereto attached as they mature.
     (3) The resolution shall appropriately
designate the fund. The board of directors shall thereafter on or before the
time fixed in the bylaws determine and assess the amount necessary to be
assessed at such time for payment of the installment coupons as they mature.
Proceeds from such assessment shall constitute a fund which is pledged for
payment of such obligations. The treasurer shall segregate and keep separate
the proceeds of every assessment for such funds, and shall deposit the same in
an insured institution as defined in ORS 706.008, in a separate account
designating such fund. The district treasurer shall not disburse the same
except as provided in this section. [Amended by 1969 c.694 §49; 1977 c.188 §11;
1981 c.94 §50; 1981 c.526 §8; 1997 c.631 §494; 2001 c.215 §32]
     554.290
Warrants to pay claims; interest; assessments to pay warrants; limitation on
amount of warrants. All
claims against the corporation shall be paid by warrants drawn on the treasurer
of the corporation and signed by the president and secretary of the board of
directors. If any warrant is not paid when presented to the treasurer of the
board of directors, because of lack of funds in the treasury, that fact shall
be indorsed on the warrant and the warrant shall draw interest thereafter at a
rate determined by the board until there is money in hand to pay the amount of
the warrant and the interest then accumulated. No interest shall be allowed on
warrants after sufficient funds are in the treasury to pay the indorsed
warrants and interest. The secretary of the board shall give notice to the
payee or other holder if known whenever sufficient funds are available to pay
outstanding warrants. Warrants shall be numbered, drawn against the proper
fund, and paid from such fund in the order of issuance. The board of directors
shall levy an assessment each year of sufficient amount of money to pay the
outstanding warrants. No warrants shall be issued the payment of which in the
ensuing year inclusive of the assessments required for all other purposes will
exceed the annual assessment limit fixed in the landownersÂ’ recorded notice, or
the aggregate indebtedness of which with all other indebtedness for other
purposes than operation and maintenance will exceed the total benefits to
accrue to the land described in the articles of incorporation as stated in the
recorded landowners’ notice. [Amended by 1981 c.94 §51]
     554.300
Amendment of articles; approval by members; dissolution of corporation by
members; inclusion of lands by irrigation, drainage or flood control district. (1) The articles of incorporation of any
corporation organized under ORS 554.005 to 554.340 may at any time be amended
so as to include or exclude land as provided under ORS 554.510 to 554.590,
include or delete matters described under ORS 554.040 or 554.050 or to make
other amendments authorized under this chapter. An amendment shall not affect
the date of priority of the lien of the corporation upon any land, but as to
any new land included by an amendment the lien shall attach from the date of
the recording of the amended notice. No land can be excluded until its
proportionate share of all existing debts of the corporation has been paid.
     (2) An amendment other than an amendment
to include or exclude land shall be voted upon by the members at a regular
meeting or a special meeting called for that purpose. The amendment shall
require approval by two-thirds or more of the votes of the members present or
by proxy. The articles of amendment shall be submitted to the Office of the
Secretary of State for filing.
     (3) In addition to the procedures
available for administrative dissolution under ORS 554.302 and 554.305, any
such corporation may be dissolved and its affairs terminated as provided in
subsections (4) and (5) of this section. However, no corporation may be
dissolved as provided in subsections (4) and (5) of this section before payment
or release of all debts and obligations of the corporation, including every
contract and agreement with the federal or the state government, or its or
their constituted governmental authorities or agencies, or the assumption of its
obligations by another with the consent of all parties.
     (4) The board of directors of the
corporation shall cause notice to be given of a meeting of the members, which
notice shall contain a statement to the effect that the dissolution of the
corporation will be considered at the meeting, and a brief statement of the
reasons why dissolution is deemed advisable. The question of whether or not the
corporation shall be dissolved may be presented at the meeting, and if
two-thirds or more of the votes of the members present or by proxy are cast in
favor of dissolution, the board shall proceed to dissolve the corporation and
liquidate its affairs. The board shall constitute a board of trustees and as
such shall dispose of the property of the corporation and pay its debts and
obligations or procure releases thereof; provided, that in case an irrigation
district, drainage district or flood control district is organized to include
the lands in the corporation or any part thereof, the board of directors of the
corporation, or the board of trustees in case the corporation has voted to
dissolve, shall convey to such irrigation, drainage or flood control district
any and all irrigation works or other property owned by such corporation, upon
the assumption by the irrigation, drainage or flood control district of the
obligations of the corporation.
     (5) Upon completing the liquidation of the
corporation, the trustees shall submit to the Office of the Secretary of State
for filing a statement that the corporation has been dissolved and its affairs
liquidated. The trustees also shall send a true copy of the statement to the
county clerk of the county in which the corporation had its principal place of
business, that the corporation has been legally dissolved, and the clerk shall
record the statement in the records of the office of the clerk. [Amended by
1971 c.200 §9; 1985 c.351 §23; 1987 c.94 §150; 1995 c.233 §6]
     554.302
Dissolution of corporation by Secretary of State; conditions. The Secretary of State may commence a proceeding
under ORS 554.305 to administratively dissolve a corporation organized under
the provisions of ORS 554.005 to 554.340 if:
     (1) The corporation does not pay when due
any fees imposed under ORS 554.016;
     (2) The corporation does not deliver its
annual report to the Secretary of State when due;
     (3) The corporation is without a
registered agent or registered office in this state;
     (4) The corporation does not notify the
Secretary of State that its registered agent or registered office has been
changed, that its registered agent has resigned or that its registered office
has been discontinued; or
     (5) The corporation’s period of duration
stated in its articles of incorporation expires. [1987 c.94 §152; 1991 c.132 §34]
     554.305
Notice of grounds for dissolution; opportunity for correction; effect of
dissolution. (1) If the
Secretary of State determines that one or more grounds exist under ORS 554.302
for dissolving a corporation organized under ORS 554.005 to 554.340, the
Secretary of State shall give the corporation written notice of the
determination.
     (2) If the corporation does not correct
each ground for dissolution or demonstrate to the reasonable satisfaction of
the Secretary of State, within 45 days after notice is given, that each ground
determined by the Secretary of State does not exist, the Secretary of State
shall dissolve the corporation.
     (3) A corporation administratively
dissolved continues its corporate existence but may not carry on any business
except that necessary to wind up and liquidate its business and affairs and
notify claimants.
     (4) The administrative dissolution of a
corporation does not terminate the authority of its registered agent.
     (5) Every corporation involuntarily
dissolved under this section shall continue to exist as a body corporate for
the purpose of the performance or enforcement of any debt or obligation under
contract or agreement with the federal or state government, including the power
to levy and collect assessments for such purpose. [1987 c.94 §153; 1991 c.132 §15;
1993 c.190 §23]
     554.307
Reinstatement of dissolved corporation. (1) A corporation administratively dissolved under ORS 554.305 may
apply to the Secretary of State for reinstatement within five years from the
date of dissolution. The application shall state:
     (a) The name of the corporation and the
effective date of its administrative dissolution; and
     (b) That the ground or grounds for
dissolution either did not exist or have been eliminated.
     (2) If the Secretary of State determines
that the application contains the information required by subsection (1) of
this section, that the information is correct and that the corporationÂ’s name
satisfies the requirements of ORS 554.040 (2), the Secretary of State shall
reinstate the corporation.
     (3) When the reinstatement is effective,
it relates back to and takes effect as of the effective date of the
administrative dissolution and the corporation resumes carrying on its business
as if the administrative dissolution had never occurred. [1987 c.94 §154; 1991
c.132 §16; 1995 c.215 §30]
     554.309
Denial of reinstatement; appeal. (1) If the Secretary of State denies a corporationÂ’s application for
reinstatement following administrative dissolution, the Secretary of State
shall give written notice to the corporation that explains the reason or
reasons for denial.
     (2) The corporation may appeal the denial
of reinstatement pursuant to the provisions of ORS chapter 183. [1987 c.94 §155]
     554.310 [Amended by 1963 c.358 §1; 1969 c.694 §50;
1983 c.717 §32; 1985 c.351 §24; 1987 c.94 §151; repealed by 1991 c.132 §37]
     554.315
Annual report; contents; filing with Secretary of State; amended report. (1) Every corporation organized under ORS
554.005 to 554.340 shall submit to the Office of Secretary of State for filing
an annual report that sets forth:
     (a) The name of the corporation and the
state or country under whose law it is incorporated;
     (b) The street address of its registered
office and the name of its registered agent at the office in this state;
     (c) The address, including street and
number and mailing address, if different, of its principal office;
     (d) The names and addresses of the
president and secretary of the corporation;
     (e) The category of the classification
code established by rule of the Secretary of State most closely designating the
primary business activity of the corporation; and
     (f) Additional identifying information
that the Secretary of State may require by rule.
     (2) The information contained in the
annual report shall be current as of 30 days before the anniversary of the
corporation. The report shall be submitted not later than the anniversary date
and a copy of the report shall be filed with the county treasurer referred to
in ORS 554.160.
     (3) The Secretary of State shall mail the
annual report form to any address shown for the corporation in the current
records of the office. Failure of the corporation to receive the annual report
form from the Secretary of State shall not relieve the corporation of its duty
to deliver an annual report to the office as required by this section.
     (4) If an annual report does not contain
the information required by this section, the Secretary of State shall notify
the reporting corporation in writing and return the report to it for
correction. The corporation must correct the error within 45 days after the
Secretary of State gives such notice.
     (5) The corporation may deliver to the
office for filing an amendment to the annual report if a change in the
information set forth in the annual report occurs after the report is delivered
to the office for filing and before the next anniversary. This subsection
applies only to a change that is not required to be made by an amendment to the
articles of incorporation. The amendment to the annual report must set forth:
     (a) The name of the corporation as shown
on the records of the office; and
     (b) The information as changed. [1991
c.132 §19]
     Note: 554.315 was added to and made a part of ORS
chapter 554 by legislative action but was not added to any smaller series
therein. See Preface to Oregon Revised Statutes for further explanation.
     554.320
Exemption from taxation. The
property and income of a corporation organized under the provisions of ORS
554.005 to 554.340, but not for profit, the articles of incorporation of which
recite the things mentioned in ORS 554.050, or a corporation organized under
ORS 554.380, shall be exempt from taxation. The property and income of
corporations which were incorporated under chapter 172, Oregon Laws 1911, and
which amend their articles to state that the corporation shall not operate for
profit and also to state the matters provided in ORS 554.050, shall also be
exempt from taxation. [Amended by 1993 c.502 §5]
     554.330 [Repealed by 1969 c.345 §20]
     554.340
Judicial determination of legality of proceedings. (1) The board of directors of any
corporation organized under the provisions of ORS 554.005 to 554.340, or of any
corporation organized before March 4, 1937, which amends its articles and
landownersÂ’ notice pursuant to the provisions of ORS 554.420, may, after
adopting a resolution adjudging the same to be to the interest of the
corporation and authorizing the same, by petition commence special proceedings
in the circuit court of the county in which the office of the corporation is
located, for the purpose of having a judicial examination and judgment of the
court as to the regularity and legality:
     (a) Of the proceedings in connection with
the organization of the corporation; or
     (b) Of the proceedings of the board and
corporation providing for and authorizing the issue or sale of any bonds or
obligations of the corporation whether or not theretofore sold or disposed of;
or
     (c) Of any action or proceeding for the
inclusion or exclusion of land, or declaring the result of any election, or of
any order levying any assessment or ordering the issue of any bonds or
obligations for any purpose; or
     (d) Of any plan of improvement of lands
described in the articles of incorporation or of any proposed works and
improvement for which bonds or obligations are authorized to be issued; or
     (e) Of the authorization of any contract
with the
     (2) All or any of the proceedings of the
corporation may be judicially examined and determined by the court in one
proceeding as prayed in the petition. The provisions of ORS 548.110 shall apply
to the proceedings provided in this section, and jurisdiction of the
corporation shall be obtained in the manner provided for irrigation or drainage
districts in that section.
     (3) Any landowner or person having an
estate or interest therein or member of the corporation or assessment payer
may, within 30 days after the entry of any order or the performance of any of
the acts or things mentioned in subsection (1) of this section for which a
contest is provided, bring a proceeding to determine the validity thereof, in
which case the board of directors shall be made parties defendant and service
of the summons shall be had upon the members of the board in the manner
provided in ORS 548.115 for irrigation and drainage districts. The proceedings
shall be tried and determined in the same manner as provided in subsections (1)
and (2) of this section for proceedings brought by the corporation itself.
     (4) No contest of any proceeding or matter
or thing by this section provided to be had or done shall be had or maintained
at any time or in any manner except as provided in this section.
     554.350
Service to lands outside district; findings; tax exemption. (1) A corporation organized pursuant to ORS
554.005 to 554.340 may obligate itself by written contract to utilize the
corporationÂ’s delivery system to deliver water for any beneficial use
authorized under Oregon law on lands not described in its articles of
incorporation if its board of directors by resolution determines that such
action does not impair the corporationÂ’s ability to service the lands described
in its articles of incorporation. In furtherance of such arrangement the
corporation may:
     (a) Adopt plans and specifications
pursuant to ORS 554.210 for the construction of works and improvements on lands
described in its articles of incorporation or on lands not described therein
and thereafter to construct the same; and
     (b) Pursuant to ORS 554.260, jointly
acquire, control and manage any works, improvements, easement or right of way
necessary to fulfill its contractual obligations and bind itself for the
maintenance, support and operation of the whole or any part thereof.
     (2) The delivery of water, the collection
of charges for such delivery and the ownership of property pursuant to this
section shall not subject the corporationÂ’s income and property, wherever
located, to taxation if its property and income are otherwise exempt pursuant
to ORS 554.320. [1979 c.180 §2; 1999 c.591 §1]
REORGANIZATION
OF DISTRICTS AS CORPORATIONS
     554.375
Dissolution of district and reorganization as corporation; meeting of
landowners; approval of reorganization by landowners. (1) The board of supervisors of a drainage
district organized under ORS chapter 547 and existing prior to January 1, 1993,
or the advisory board of a diking district organized under ORS chapter 551 and
existing prior to January 1, 1993, may call a meeting of the owners of land
situated in the district for the purpose of determining whether or not the
district shall dissolve and reorganize as a corporation for drainage or flood
control organized under this chapter.
     (2) At least 10 days before the date of
the meeting, notice of the meeting shall be given by publication in a newspaper
of general circulation published in each county in which lands of the district
are situated.
     (3) The landowners, assembled at the place
and time required by the notice, shall consider the question whether or not the
district shall dissolve and reorganize as provided in this section. Each owner
is entitled to one vote in person or by proxy for each acre of land owned by
the owner in the district.
     (4) Members representing more than 75
percent of the votes entitled to be cast within the district constitute a
quorum for the transaction of business, including voting on the question of
dissolution and reorganization, at the meeting.
     (5) If members representing two-thirds or
more of the votes entitled to be cast within the district approve dissolving
the district and reorganizing the district as a corporation under this chapter,
the board of supervisors or the advisory board of the district shall adopt an
order so proclaiming and enter the order upon the minutes of the meeting. The
chairperson of the meeting shall deliver to the Secretary of State a certified
copy of the order proclaiming the results of the vote on the question of
dissolution and reorganization.
     (6) The board of supervisors or the
advisory board of the district shall thereupon proceed with dissolution and
reorganization as provided in ORS 554.380 and 554.385. [1993 c.502 §1; 1995
c.233 §7]
     554.380
Articles of incorporation for corporation formed from dissolved district;
required provisions; status as public corporation; membership. (1) After the vote held under ORS 554.375
and the delivery of a certified copy of the order proclaiming the results of
the vote to the Secretary of State, the board of supervisors or the advisory
board of the district shall proceed with the organization of a corporation for
drainage or for flood control under this chapter. The corporation shall be
organized as provided in this chapter except as provided otherwise in this
section.
     (2) The articles of incorporation filed by
the board of supervisors or the advisory board of the district shall be as
specified in ORS 554.040 and 554.050 (1) to (5) except that:
     (a) The articles shall declare that the
corporation is organized for the purpose of draining land or for the purpose of
protecting land by flood control or for both drainage and flood control. If the
reorganizing district is also providing water for irrigation or other
authorized purposes, the articles shall also contain such purposes.
     (b) The articles shall state that the
board of supervisors or the advisory board of the district being reorganized
are the directors of the corporation and shall hold office until the dates on
which their terms of office as supervisors or members of the advisory board of
the district would have expired.
     (c) The articles shall specify that the
corporation is a successor corporation to a drainage district under ORS chapter
547 or a diking district under ORS chapter 551 and that the name assumed by the
corporation shall be the same as the district being reorganized except that the
words “improvement company” shall be substituted for the word “district.”
     (d) The articles shall declare that the
corporation is not formed for the purpose of operating the corporation for
profit other than from the benefits of improvement of the land for which the
corporation is formed.
     (e) The articles shall declare that the
lands to be improved by the works of the corporation are the same lands
formerly included within the boundaries of the district being reorganized. In
lieu of describing such lands as provided in ORS 554.040 (3), the lands may be
identified by assessorÂ’s map number with a map or maps attached showing the
location and identification thereon of the lands.
     (f) The articles shall specify that the
corporation shall:
     (A) If formed for the purpose of draining
land, continue operation and maintenance of the districtÂ’s existing drainage
works and any other works authorized under ORS 547.320 and 547.325; or
     (B) If formed for the purpose of
protecting land by flood control, provide maintenance of the districtÂ’s
existing flood control works or any other works authorized under ORS chapter
551.
     (g) The articles shall declare that the
corporation assumes all of the rights, duties and obligations legally incurred
under contracts, covenants, other agreements, leases and business transactions
entered into or begun before the date of dissolution of the district being
reorganized and dissolved.
     (3) The corporation organized under this
section shall be deemed a public corporation without the required unanimous
voluntary consent of all members otherwise provided for in ORS 554.050 (6).
     (4) Every owner of land described in the
articles of incorporation of the reorganizing district is a member of the
corporation.
     (5) Notwithstanding any other law, the
corporation formed under this section shall assume all debts and obligations of
the dissolving district and may impose charges or assessments for the debts and
obligations and for operational costs without the execution and recording of
the landownersÂ’ notice under ORS 554.180. All lands subject to liens and
encumbrances for such debts and obligations shall remain subject to the liens
and encumbrances. A landownersÂ’ notice encumbering land for any new
nonoperational debt shall require the consent of landowners representing
two-thirds of the lands in the district. [1993 c.502 §2]
     554.385
Findings by board of reorganizing district; plan of dissolution; transfer of
district assets to corporation; statement of dissolution. (1) When the decision of the landowners
described in ORS 554.375 authorizes the dissolution of a drainage district or a
diking district and the reorganization of the district into a corporation for
drainage or flood control under this chapter, the board of supervisors of a
drainage district or the advisory board of a diking district shall make
findings of fact which shall include:
     (a) The amount of each outstanding bond,
coupon and other indebtedness, with a general description of the indebtedness
and the name of the holder and owner of each, if known.
     (b) A description of each parcel of real
property and interest in real property and, if the property was acquired for
delinquent taxes or assessments, the amount of such taxes and assessments on
each parcel of property.
     (c) Uncollected assessments and charges
levied by the district and the amount upon each lot or tract of land.
     (d) A description of the personal property
and of all other assets of the district.
     (2) The board of supervisors or the
advisory board shall propose a plan of dissolution and liquidation, which shall
include provision for transfer and conveyance of all assets of the district to
the corporation organized by the board of supervisors or advisory board under
ORS 554.380.
     (3) Dissolution of a drainage district or
diking district under this section shall occur without further action by the
landowners of the district.
     (4) The board of supervisors or the
advisory board shall convey to the corporation organized by the board of
supervisors or the advisory board under ORS 554.380 all assets of the
dissolving district when:
     (a) The corporation assumes all debts and
obligations of the dissolving district and undertakes to continue to furnish
the services provided by the dissolving district pursuant to the plan of
dissolution and liquidation and the articles of incorporation of the
corporation; and
     (b) The consent of all the known holders
of valid indebtedness against the district has been obtained, or provision has
been made in the plan for payment of the nonassenting holders.
     (5) When all assets of the dissolving
district are transferred to the corporation, the board of supervisors or the
advisory board shall file with the governing body of the county in which the
greatest area of the district is situated a sworn statement that the district
has been dissolved under ORS 554.320 and 554.375 to 554.390 and its affairs
liquidated. From the date of the statement, the corporate existence of the
district is terminated for all purposes.
     (6) ORS 548.900 to 548.955 and 551.180 do
not apply to a district dissolved under ORS 554.320 and 554.375 to 554.390. [1993
c.502 §3]
     554.390
Dissolution of district and reorganization as corporation under ORS 554.320 and
554.375 to 554.390 prohibited after 2004. A drainage district or a diking district shall not be dissolved and
reorganized under ORS 554.320 and 554.375 to 554.390 after December 31, 2004. [1993
c.502 §4; 2001 c.703 §1]
CORPORATIONS
ORGANIZED UNDER 1911 ACT
     554.410
Applicability of ORS 554.005 to 554.340 to corporations organized under 1911
Act. Nothing in ORS 554.005
to 554.340 shall be so construed as to affect the validity of any district
improvement company organized before March 4, 1937, under the provisions of chapter
172, Oregon Laws 1911, or its rights in or to property, or any of its rights or
privileges of whatsoever kind or nature; but such corporations hereby are made
subject to the provisions of ORS 554.005 to 554.340 so far as applicable. The
provisions of ORS 554.005 to 554.340 shall not affect, impair or discharge any
contract, obligation, lien or charge for or upon which such a company was or
might become liable or chargeable had those sections not been passed; nor shall
they affect the validity of any bonds issued prior to March 4, 1937; nor shall
they affect any action then pending. All such corporations organized after
March 4, 1937, shall be organized under the provisions of ORS 554.005 to
554.340 and not otherwise. Any corporation organized before March 4, 1937,
under the provisions of chapter 172, Oregon Laws 1911, which amends its
articles of incorporation and landownersÂ’ notice as provided in ORS 554.420,
shall thereafter be subject to the provisions of ORS 554.005 to 554.340.
     554.420
Amendment of articles, and landownersÂ’ notice, of corporation organized under
1911 Act. (1) Articles of
incorporation of any district improvement company organized before March 4,
1937, under the provisions of chapter 172, Oregon Laws 1911, and the recorded
notice of the owners of the lands described in such articles of incorporation,
may be amended as provided in this section.
     (2) If the members desire to amend the
articles of incorporation they shall execute the amended articles, stating
therein that such articles are for the purpose of amending articles of the same
corporation of record in the Office of the Secretary of State and in the county
where the land therein described is situated; that the amended articles are
signed by an officer, director or court-appointed fiduciary by authority of a
resolution of the board of directors; and that such articles as amended and
adopted are as therein set out. The amended articles shall specify as provided
in ORS 554.040 and may determine and state the matters provided in ORS 554.050.
The amended articles must describe the land with particularity and state the
owners thereof and the persons having any interest therein. The board of
directors shall determine whether all landowners and persons having any
interest in the lands have duly executed the same.
     (3) If satisfied therewith the board of
directors may, upon the execution by all landowners of the amended landownersÂ’
notice and being satisfied therewith and that all have executed the same, by
resolution authorize an officer, director or court appointed fiduciary to
execute the same on behalf of the corporation. Thereupon the amended articles
shall be submitted to the Office of the Secretary of State for filing. The
requirements for filing a document under ORS 554.005 apply to the amended
articles.
     (4) One true copy of the amended articles
also shall be filed in each county where the land is situated.
     (5) The landowners’ amended notice shall
be executed and recorded in the manner provided in ORS 554.180 and 554.190.
     (6) From the filing of the amended
articles by the Secretary of State, the amended articles and landownersÂ’ notice
shall be effective instruments for every purpose; provided that such amended
notice shall in no manner affect any lien, encumbrance, interest or estate in
any of the lands attached, fixed or vested at the time of filing the same, or
the priority thereof. If in such amendments it appears that the corporation is
not for profit and it is so stated therein as provided in ORS 554.050, the
corporation shall thereafter pay any applicable fee under ORS 554.016. [Amended
by 1971 c.200 §10; 1987 c.94 §156; 1991 c.132 §35]
     554.430
Applicability of 1911 Act, as amended, to corporations organized under that
Act. To the extent only
that, by reason of the provisions of ORS 554.410, they have not been
superseded, sections 2, 3, 4, 6, 7, 8, 9, 11 and 12 of chapter 172, Oregon Laws
1911, as amended by section 2, chapter 101, Oregon Laws 1917, and by chapters
267 and 420, Oregon Laws 1927, and as supplemented by section 2, chapter 164,
Oregon Laws 1923, shall remain applicable to corporations organized before
March 4, 1937, under the provisions of chapter 172, Oregon Laws 1911.
     554.440
Malheur Improvement Company; exclusion or inclusion of land. (1) Any person holding land within the
Malheur Improvement Company district created under chapter 172, Oregon Laws
1911, who desires to have the land of the person excluded from the Malheur
Improvement Company district, may file a petition with the secretary of such
district. The petition shall be in writing, verified, and shall set forth the
description of the lands desired to be excluded, and the reasons for such
exclusion. Likewise, any person owning lands without such district who desires
to have the lands of the person included within the district, may file a
petition with the secretary, which petition shall be in writing, verified, and
shall set forth the reasons why the land should be included in the district,
and further, that the lands are susceptible of irrigation or drainage, as the
case may be, from the system of works of the district.
     (2) The secretary shall present any such
petition at the next meeting of the board of directors of the improvement
company. The board shall fix a time for the hearing thereof, either at a special
meeting of the members of the corporation called for the purpose, or at the
next regular annual meeting of the members. At such meeting, the petitioners
may present witnesses and be represented either in person or by attorney, to
establish the allegations set forth in the petition. Upon such hearing, the
matter of including or excluding such lands from the district shall be put to a
vote of the members, and if a majority vote of the members owning lands in the
district is in favor of the relief asked for in the petition, then an order
shall be made in the minutes in accordance with such vote.
     (3) The secretary shall thereupon make a
certificate certifying to the fact of the filing of such petition and the
hearing thereon, and the action taken by the members of the district, and in
such certificate shall describe the land included or excluded from the
district, as the case may be. The secretary shall submit the certificate to the
Office of the Secretary of State for filing and shall file a true copy of the
certificate with the county clerk of the county where the lands are situated.
From and after the filing of the certificate by the Secretary of State the land
described in the certificate shall be included or excluded, as the case may be,
in or from the improvement company district.
     (4) The articles of incorporation of the
Malheur Improvement Company shall upon the filing of the certificate by the
Secretary of State, and without any procedure other than as in this section
provided, be deemed amended to include or exclude, as the case may be, the
lands described in such certificate; provided, however, that any land within
such improvement company district, and excluded therefrom on petition, shall
not be relieved from the payment of its proportion of any bonded indebtedness
created and outstanding of the company, prior to the exclusion of such lands
therefrom. Lands without the improvement company district, and included therein
by petition, shall be subject to any assessment thereafter levied by the company,
whether for bonded indebtedness or otherwise. [Amended by 1987 c.94 §157]
INCLUSION AND
EXCLUSION OF LAND
     554.510
Authority to include or exclude lands. A corporation formed under ORS 554.005 to 554.340 may amend its
articles of incorporation to include or exclude land as provided in ORS 554.510
to 554.590. [1963 c.103 §2; 1987 c.94 §158]
     554.520
Application for inclusion or exclusion; approval of members. When a corporation receives an application
of one or more landowners either to include the lands of the landowner in or
exclude the lands of the landowner from the corporation, the application shall
be acted upon at a meeting of the members. If at the meeting the members
present approve the application of the landowner by a majority vote, articles
of amendment shall be executed by the corporation and filed with the Secretary
of State and from the date of such filing the lands described in the amendment,
as recited in the amendment, shall either be included or excluded from the
corporation. [1963 c.103 §3]
     554.530
Application; contents; deposit; filing. The application of the landowner shall:
     (1) Be in writing and certified by the
applicant.
     (2) State the legal description of the
land the applicant wishes either included in or excluded from the corporation.
     (3) Contain a brief statement of the
reason for request of the inclusion or exclusion of the lands of the landowner,
and if the request is to include lands, a statement that the lands will be
benefited by being included in the corporation.
     (4) Be accompanied by a deposit in an
amount to be determined by the corporation to pay the expenses of holding a
meeting of the members to consider the application, including the cost of
publishing notice of the meeting. After payment of such expenses, the balance
of such deposit, if any, shall be returned to the applicant by the corporation.
     (5) Be filed with the officer or clerk in
charge of the principal office of the corporation. [1963 c.103 §4]
     554.540
Meeting date. At the next
meeting of the board of directors of the corporation after an application is
filed and the deposit for expenses paid, the secretary of the corporation shall
present the application to the board of directors. The board shall fix a date
and time for the members to consider the application at a meeting at the
principal office of the corporation, which shall be either a special meeting
called for that purpose or the next regular annual meeting of the members. [1963
c.103 §5]
     554.550
Notice of meeting. The
secretary as directed by the board shall cause notice of the meeting to be
published once each week for three successive weeks prior to the meeting in a
newspaper published within the boundaries of the corporation, if any, or in a
newspaper of general circulation in the county, where the principal office of
the corporation is situated. The notice shall state the date of filing the
application, the name of the applicant, a description of the land sought to be
included or excluded, and the reason therefor given by the applicant. The
notice shall state that all members, creditors of the corporation and other
interested persons may attend the meeting, and be heard concerning the
application. [1963 c.103 §6]
     554.560
Quorum for meeting.
Notwithstanding the provision of ORS 554.070 (2) providing for a quorum to do
business, the members of the corporation present shall constitute a quorum to
approve or reject the application to include land in, or exclude land from, the
corporation. [1963 c.103 §7]
     554.570
Effect of exclusion on existing debts. (1) An amendment to exclude land shall not relieve any land from any
lien existing at the time of the exclusion of the land, affect the date of
priority of any lien of the corporation upon any land or relieve any landowner
from any obligation to pay any valid outstanding bonds or indebtedness of the
corporation; but the land shall continue to be subject to the lien and
chargeable with all obligations outstanding at the time of the exclusion. For
the purpose of enforcing any lien for such obligations, lands excluded shall be
considered part of the corporation as if the exclusion had never been
accomplished.
     (2) Lands excluded shall not be chargeable
with a lien for any obligation incurred after the date of filing the articles
of amendment with the Secretary of State, providing for the exclusion of such
lands. [1963 c.103 §8]
     554.580
Condition of approval of inclusion. (1) As a condition to approval of an application, if the meeting is on
an application to include lands, the members may require the applicant to agree
to pay a pro rata share of all unpaid obligations incurred for improvements
which the applicant would have been required to pay if the land of the
applicant had been in the corporation from its formation or from the time the
obligations were incurred.
     (2) From the date of filing articles of
amendment with the Secretary of State, providing for the inclusion of such
lands they shall be liable for obligations incurred and assessments levied. [1963
c.103 §9]
     554.590
Articles of amendment; filing; effective date. (1) If an application to include or exclude
lands is approved, articles of amendment shall set forth:
     (a) The name of the corporation.
     (b) A reference to the provision in the
original or amended articles of the corporation affected and a statement of the
particular land by legal subdivisions so far as possible and otherwise by
tracts or lots of duly platted land or by metes and bounds, with the acreage
thereof and the name of the owner as shown by the records of the county, included
or excluded by the amendment.
     (c) The date the members approved the
inclusion or exclusion of the land.
     (2) The articles of amendment shall be
submitted to the Office of the Secretary of State for filing. The requirements
for filing a document under ORS 554.005 apply to articles of amendment under
this section.
     (3) From the date that the Secretary of
State files the articles of amendment, the lands described in the amendment
shall be included or excluded from the corporation as recited in the amendment.
     (4) The corporation shall file a true copy
of the articles of amendment with the county recording officer of the county
where the land included or excluded by the amendment is situated. [1963 c.103 §10;
1971 c.200 §11; 1987 c.94 §159]
     554.600 [1963 c.103 §11; repealed by 1987 c.94 §171]
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