Chapter 554 — Corporations
for Irrigation, Drainage, Water Supply or Flood Control
2011 EDITION
CORPORATIONS FOR USE OR CONTROL OF WATER
WATER LAWS
GENERAL PROVISIONS
554.005 Filing
requirements
554.007 Effective
time and date of document
554.009 Correcting
filed document
554.012 Forms
554.015 Filing
duty of Secretary of State
554.016 Filing,
service, copying and certification fees
554.017 Appeal
from Secretary of State’s refusal to file document
554.018 Evidentiary
effect of copy of filed document
554.019 Certificate
of existence
554.020 Articles
of incorporation; filing
554.030 Evidence
of corporate existence
554.040 Contents
of articles
554.050 Nonprofit
corporations; further statements in articles
554.060 Challenge
to validity of organization; effect of defects or omissions
554.070 Membership;
meetings; voting; proxies; voting trusts; quorum; removal of officers
554.080 Corporate
existence; powers of corporation
554.082 Registered
office and registered agent
554.084 Change
of registered office or registered agent
554.086 Resignation
of registered agent
554.088 Service
on corporation
554.090 Directors;
qualifications; president; seal; secretary-treasurer; exercise of corporate
powers; indemnification
554.100 Oath
of office
554.110 Powers
of directors
554.120 Records
of proceedings of directors; lien docket; deposit of moneys; segregation of
funds; accounting; warrant and bond register
554.130 Assessments;
certification; collections; lien; foreclosure; service charges; disposition of
proceeds
554.135 Alternative
method for collecting assessments
554.140 Directors’
duty to institute proceedings to enforce lien; attorney fees
554.150 Action
to compel assessment
554.160 Assessments
to provide funds to meet obligations; custody, disbursement and disposal of
funds; general operating expenses
554.170 Covenants
by landowners; effect
554.180 Landowners’
notice; contents
554.190 Recording
notice; effect; lien on land; priority
554.200 Incurring
indebtedness before notice recorded; scope of notice
554.210 Plans
and specifications; how adopted
554.220 Bonds;
denominations; interest; maturities; execution; coupons; amortized installment
obligations
554.230 Bonds;
recitals; payment; liability of land
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
554.250 Refunding
bonds
554.260 Contracts
with governmental agencies or others for financial assistance or cooperative
action
554.270 Purchase
or lease of works and water rights; provision as to payment; serial coupon
obligations
554.280 Resolution
for serial coupon obligations; maturities; interest; retirement; recitals; fund
for payment; assessments
554.290 Warrants
to pay claims; interest; assessments to pay warrants; limitation on amount of
warrants
554.300 Amendment
of articles; approval by members; dissolution of corporation by members;
inclusion of lands by irrigation, drainage or flood control district
554.302 Dissolution
of corporation by Secretary of State; conditions
554.305 Notice
of grounds for dissolution; opportunity for correction; effect of dissolution
554.307 Reinstatement
of dissolved corporation
554.309 Denial
of reinstatement; appeal
554.315 Annual
report; contents; filing with Secretary of State; amended report
554.320 Exemption
from taxation
554.340 Judicial
determination of legality of proceedings
554.350 Service
to lands outside district; findings; tax exemption
REORGANIZATION OF DISTRICTS AS
CORPORATIONS
554.375 Dissolution
of district and reorganization as corporation; meeting of landowners; approval
of reorganization by landowners
554.380 Articles
of incorporation for corporation formed from dissolved district; required
provisions; status as public corporation; membership
554.385 Findings
by board of reorganizing district; plan of dissolution; transfer of district
assets to corporation; statement of dissolution
554.390 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
554.410 Applicability
of ORS 554.005 to 554.340 to corporations organized under 1911 Act
554.420 Amendment
of articles, and landowners’ notice, of corporation organized under 1911 Act
554.430 Applicability
of 1911 Act, as amended, to corporations organized under that Act
554.440 Malheur
Improvement Company; exclusion or inclusion of land
INCLUSION AND EXCLUSION OF LAND
554.510 Authority
to include or exclude lands
554.520 Application
for inclusion or exclusion; approval of members
554.530 Application;
contents; deposit; filing
554.540 Meeting
date
554.550 Notice
of meeting
554.560 Quorum
for meeting
554.570 Effect
of exclusion on existing debts
554.580 Condition
of approval of inclusion
554.590 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 State’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 State’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
State’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 clerk’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 Oregon under the provisions of ORS 554.005 to 554.340 with the rights and
privileges of a public corporation, by the unanimous voluntary consent of all
persons.
(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 Oregon shall be construed to prevent any owners of land,
or members of the corporation, from joining in a voting trust or from giving a
proxy or power of attorney to vote such membership for a term of years or until
the happening or performance of a named contingency or condition. Except as
provided in subsection (4) of this section or ORS 554.560, members representing
a majority of the votes entitled to be cast shall be necessary to constitute a
quorum for the transaction of business at all landowners’ meetings, and a
majority vote shall govern in all cases except as otherwise specially provided
by law.
(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 landowners’ 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 landowners’ 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
landowners’ 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 agent’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
corporation’s mailing address or the corporation’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 corporation’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 landowners’ 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 Alternative 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 Directors’ 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 landowners’ 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 Landowners’ 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 landowners’ notice. In such
case every debt and obligation of the corporation created within the
limitations and restrictions of the landowners’ 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 landowners’ 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 landowners’
notice. Every other lien, right, title, interest and estate attaching, vesting
or in any manner accruing or acquired subsequent to the filing of such
landowners’ 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 landowners’ 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 landowners’ 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 landowners’ 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 landowners’ 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 years’ 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 landowners’ 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 landowners’ 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 landowners’ 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 landowners’ 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 consultant’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 landowners’ 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 that the Secretary of
State 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 must state:
(a)
The name of the corporation and the effective date of the corporation’s
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 corporation’s name satisfies the requirements of ORS
554.040 (2), the Secretary of State shall reinstate the corporation.
(3)
When effective, the reinstatement relates back to and takes effect as of the
effective date of the administrative dissolution and the corporation resumes
carrying on the corporation’s business as if the administrative dissolution had
never occurred.
(4)
The Secretary of State may waive the requirement under subsection (1) of this
section that the corporation apply for reinstatement within five years after
the date of administrative dissolution if the corporation requests the waiver
and provides evidence of the corporation’s continued existence as an active
concern during the period of administrative dissolution. [1987 c.94 §154; 1991
c.132 §16; 1995 c.215 §30; 2011 c.147 §27]
554.309 Denial of reinstatement; appeal.
(1) If the Secretary of State denies a corporation’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
landowners’ 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 United States or any municipality
or corporation or person, and as to the validity of such contract whether or
not it has been executed.
(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 corporation’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 corporation’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
corporation’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 assessor"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 district’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 district’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 landowners’ 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 landowners’
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 landowners’ 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
landowners’ 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 landowners’ 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 landowners’ 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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