ORS Chapter 554 - Oregon Statutes

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]