ORS Chapter 554

Chapter 554 — Corporationsfor Irrigation, Drainage, Water Supply or Flood Control

2009 EDITION

CORPORATIONSFOR USE OR CONTROL OF WATER

WATERLAWS

GENERALPROVISIONS

554.005 Filingrequirements

554.007 Effectivetime and date of document

554.009 Correctingfiled document

554.012 Forms

554.015 Filingduty of Secretary of State

554.016 Filing,service, copying and certification fees

554.017 Appealfrom Secretary of State’s refusal to file document

554.018 Evidentiaryeffect of copy of filed document

554.019 Certificateof existence

554.020 Articlesof incorporation; filing

554.030 Evidenceof corporate existence

554.040 Contentsof articles

554.050 Nonprofitcorporations; further statements in articles

554.060 Challengeto validity of organization; effect of defects or omissions

554.070 Membership;meetings; voting; proxies; voting trusts; quorum; removal of officers

554.080 Corporateexistence; powers of corporation

554.082 Registeredoffice and registered agent

554.084 Changeof registered office or registered agent

554.086 Resignationof registered agent

554.088 Serviceon corporation

554.090 Directors;qualifications; president; seal; secretary-treasurer; exercise of corporatepowers; indemnification

554.100 Oathof office

554.110 Powersof directors

554.120 Recordsof proceedings of directors; lien docket; deposit of moneys; segregation offunds; accounting; warrant and bond register

554.130 Assessments;certification; collections; lien; foreclosure; service charges; disposition ofproceeds

554.135 Alternatemethod for collecting assessments

554.140 Directors’duty to institute proceedings to enforce lien; attorney fees

554.150 Actionto compel assessment

554.160 Assessmentsto provide funds to meet obligations; custody, disbursement and disposal offunds; general operating expenses

554.170 Covenantsby landowners; effect

554.180 Landowners’notice; contents

554.190 Recordingnotice; effect; lien on land; priority

554.200 Incurringindebtedness before notice recorded; scope of notice

554.210 Plansand specifications; how adopted

554.220 Bonds;denominations; interest; maturities; execution; coupons; amortized installmentobligations

554.230 Bonds;recitals; payment; liability of land

554.240 Retirementof bonds; conditions of sale; resolution authorizing bond issue; surrender ofbonds in payment of assessments; debts not to exceed assessments or benefits

554.250 Refundingbonds

554.260 Contractswith governmental agencies or others for financial assistance or cooperativeaction

554.270 Purchaseor lease of works and water rights; provision as to payment; serial couponobligations

554.280 Resolutionfor serial coupon obligations; maturities; interest; retirement; recitals; fundfor payment; assessments

554.290 Warrantsto pay claims; interest; assessments to pay warrants; limitation on amount ofwarrants

554.300 Amendmentof articles; approval by members; dissolution of corporation by members;inclusion of lands by irrigation, drainage or flood control district

554.302 Dissolutionof corporation by Secretary of State; conditions

554.305 Noticeof grounds for dissolution; opportunity for correction; effect of dissolution

554.307 Reinstatementof dissolved corporation

554.309 Denialof reinstatement; appeal

554.315 Annualreport; contents; filing with Secretary of State; amended report

554.320 Exemptionfrom taxation

554.340 Judicialdetermination of legality of proceedings

554.350 Serviceto lands outside district; findings; tax exemption

REORGANIZATIONOF DISTRICTS AS CORPORATIONS

554.375 Dissolutionof district and reorganization as corporation; meeting of landowners; approvalof reorganization by landowners

554.380 Articlesof incorporation for corporation formed from dissolved district; requiredprovisions; status as public corporation; membership

554.385 Findingsby board of reorganizing district; plan of dissolution; transfer of districtassets to corporation; statement of dissolution

554.390 Dissolutionof district and reorganization as corporation under ORS 554.320 and 554.375 to554.390 prohibited after 2004

CORPORATIONSORGANIZED UNDER 1911 ACT

554.410 Applicabilityof ORS 554.005 to 554.340 to corporations organized under 1911 Act

554.420 Amendmentof articles, and landowners’ notice, of corporation organized under 1911 Act

554.430 Applicabilityof 1911 Act, as amended, to corporations organized under that Act

554.440 MalheurImprovement Company; exclusion or inclusion of land

INCLUSIONAND EXCLUSION OF LAND

554.510 Authorityto include or exclude lands

554.520 Applicationfor inclusion or exclusion; approval of members

554.530 Application;contents; deposit; filing

554.540 Meetingdate

554.550 Noticeof meeting

554.560 Quorumfor meeting

554.570 Effectof exclusion on existing debts

554.580 Conditionof approval of inclusion

554.590 Articlesof amendment; filing; effective date

GENERALPROVISIONS

554.005Filing requirements.(1) A document must satisfy the requirements of this section or any othersection in ORS 554.005 to 554.340 that modifies these requirements, to beentitled 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 orpermit 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 aswell.

(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 itsofficers;

(b)If directors have not been selected or before the organizational meeting, by anincorporator; or

(c)If the corporation is in the hands of a receiver, trustee or othercourt-appointed fiduciary, by that receiver, trustee or fiduciary.

(7)The person executing the document shall state beneath or opposite the signaturethe name of the person and the capacity in which the person signs. The documentmay, 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, thedocument must be in or on the prescribed form.

(9)The document must be delivered to the Office of the Secretary of State and mustbe accompanied by the required fees.

(10)Delivery of a document to the Office of the Secretary of State is accomplishedonly when the document is actually received by the Office of the Secretary ofState. [1987 c.94 §137; 1999 c.486 §19]

554.007Effective time and date of document. (1) Except as provided in subsection(2) of this section and ORS 554.009, a document accepted for filing iseffective on the date it is filed by the Secretary of State and at the time, ifany, specified in the document as its effective time.

(2)If a document specifies a delayed effective time and date, so the documentbecomes effective at the time and date specified. If a document specifies adelayed effective date but no time, the document becomes effective on thatdate. A delayed effective date for a document may not be later than the 90thday after the date it is filed. [1987 c.94 §139]

554.009Correcting filed document. (1) A corporation may correct a document filed bythe Secretary of State, other than an annual report, if the document containsan incorrect statement or was defectively executed, attested, sealed, verifiedor acknowledged.

(2)A corporation shall correct a document by delivering articles of correction tothe 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 thedocument.

(b)The incorrect statement and the reason it is incorrect, or a description of themanner in which the execution, attestation, seal, verification oracknowledgment 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 theycorrect except as to persons relying on the uncorrected document and adverselyaffected by the correction. As to those persons, articles of correction areeffective when filed. [1987 c.94 §140]

554.010 [Repealed by1987 c.94 §171]

554.012Forms.Upon request, the Secretary of State may furnish forms for documents requiredor permitted to be filed by this chapter. The Secretary of State may by rulerequire the use of the forms. [1987 c.94 §138; 1995 c.215 §29]

554.015Filing duty of Secretary of State. (1) If a document delivered to theOffice of the Secretary of State for filing satisfies the requirements of ORS554.005, the Secretary of State shall file it.

(2)The Secretary of State files a document by indicating thereon that it has beenfiled by the Secretary of State and the date of filing. After filing adocument, except for the annual report, the Secretary of State shall return anacknowledgment of filing to the corporation or its representative.

(3)If the Secretary of State refuses to file a document the Secretary of Stateshall return it to the corporation or its representative within 10 businessdays after the document was delivered together with a brief written explanationof the reason for the refusal.

(4)The Secretary of State’s duty to file documents under this section isministerial and is limited in scope of review as set out by rule of theSecretary of State. The Secretary of State is not required to verify or inquireinto the legality or truth of any matter included in any document delivered tothe Office of the Secretary of State for filing. The Secretary of State’sfiling 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 thedocument.

(5)The Secretary of State’s refusal to file a document does not create apresumption that the document is invalid or that information contained in thedocument is incorrect. [1987 c.94 §141; 1999 c.486 §20]

554.016Filing, service, copying and certification fees. The Secretaryof State shall collect the fees described in ORS 56.140 for each documentdelivered for filing under this chapter and for process served on the secretaryunder this chapter. The secretary may collect the fees described in ORS 56.140for copying any public record under this chapter, certifying the copy orcertifying to other facts of record under this chapter. [1991 c.132 §18; 1999c.652 §16]