Oregon Revised Statutes
For the Secretary of State to file a document under ORS 554.005 to 554.340, the document must: Satisfy the requirements set forth in this section and any other requirements in ORS 554.005 to 554.340 that supplement or modify the requirements set forth in this section. Be a type of document that ORS 554.005 to 554.340, 554.420, 554.440 or 554.510 to 554.590…
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. If a document specifies a delayed effective time and date, so the document becomes effective at the time and date specifi…
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. A corporation shall correct a document by delivering articles of correction to the Office of the Secretary of State. The articles shall inc…
A person commits the crime of signing a false document for filing if the person: Knows the document is false in any material respect; and Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under ORS 554.005 to 554.340. Signing a false document for filing is a Class A misdemeanor.
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.
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. 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…
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 unde…
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.
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. The provisions of ORS 56.110 apply to all documents filed pursuant to ORS 554.0…
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. A certificate of existence when issued means that: The corporation’s corporate name is registered in this state; The corporation is duly incorporated under ORS 554.005 to 554.340 or chapter 172, Oregon Laws 1911; All fee…
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: Irrigating or draining land. Furnishing land with water for…
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.
The articles of incorporation shall specify: The duration of the corporation, if limited. 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 corporation organized under ORS 554.005 to 554.340 but not organized for profit, or a corporation incorporated before …
No action, suit or proceeding shall be maintained for the purpose of questioning the sufficiency or correctness of any statement within the articles of incorporation when the provisions of ORS 554.005 to 554.340 with respect thereto have been substantially complied with. No error in the description of any tract or parcel of land included in such district or…
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 su…
When the articles of incorporation are filed by the Secretary of State, the corporation is deemed to be established and has the power: To sue and be sued. To contract and be contracted with. To have, use and alter a corporate seal. To purchase, condemn by the power of eminent domain, possess and dispose of real and personal property as necessary and conv…
A 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 the corporation’s places of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial…
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: The name of the corporation; If the registered office is to be changed, the address including street and number of the new registered office; If the registered agent is to be changed, th…
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. Upon delivery of the signed statement, the Secretary of State shall file the resi…
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. 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 whene…
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.…
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…
The board of directors shall have full power and authority to: 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. In the name of the corporation, make all necessary water filings and appropriations of water for every purpose of the articles of incorpo…
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. A lien do…
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, estima…
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 …
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 shal…
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 assess…
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 ma…
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 a…
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 description of the land with the same particularity as is provided for in the ar…
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, …
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 …
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; Make a report upon the same, including…
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 bon…
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 an…
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. 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 neces…
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 existi…
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 …
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…
The activity of a corporation for drainage or flood control organized under ORS 554.005 to 554.340 is deemed to be an urban service, as defined in ORS 195.065, if the corporation: Is located in a county that has a population greater than 700,000; and Operates a flood control project as defined in ORS 547.057 located within the urban growth boundary establi…
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 num…
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 s…
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 to make other amendments authorized under this chapter. An amendment shall not affect the date of priority of the…
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: The corporation does not pay when due any fees imposed under ORS 554.016; The corporation does not deliver its annual report to the Secretary of State when due; The corporation is withou…
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. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the …
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: The name of the corporation and the effective date of the corporation’s administrative dissolution; and That the ground or grounds for dissol…
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. The corporation may appeal the denial of reinstatement pursuant to the provisions of ORS chapter 183.
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: The name of the corporation and the state or country under whose law it is incorporated; The street address of its registered office and the name of its registered agent at the office in this state; The add…
The property and income of a corporation organized under the provisions of ORS 554.005 to 554.340, but not for profit, 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 sh…
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 s…
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 corp…
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 sh…
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 p…
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 w…
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. 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 prov…
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. If the members desire to amend the articles of incorporation they shal…
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, 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 applica…
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 …
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.
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 amendme…
The application of the landowner shall: Be in writing and certified by the applicant. State the legal description of the land the applicant wishes either included in or excluded from the corporation. 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 st…
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, whi…
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 s…
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.
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 l…
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 t…
If an application to include or exclude lands is approved, articles of amendment shall set forth: The name of the corporation. 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…
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