Title 45, Water Resources: Irrigation, Drainage, Flood Control, Reclamation

(1)(a) For the Secretary of State to file a document under ORS 554.005 to 554.340, the document must: (A) 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. …

(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 …

(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…

(1) A person commits the crime of signing a false document for filing if the person: (a) Knows the document is false in any material respect; and (b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under ORS 554.…

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]

(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 t…

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 und…

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 183.48…

(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 Sta…

(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…

(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 t…

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: (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 O…

(1) 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. (2) …

(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 contr…

When the articles of incorporation are filed by the Secretary of State, the corporation is deemed to be established and has the power: (1) To sue and be sued. (2) To contract and be contracted with. (3) To have, use and alter a corporate seal. (4) To purchase, condemn by the powe…

(1) 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 pers…

(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 str…

(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…

(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…

(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 numb…

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, an…

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 …

(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 o…

(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 e…

(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. T…

(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 enfo…

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 asse…

(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 th…

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 la…

(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:…

(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 …

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 be…

(1) Owners of all the land described in the articles of incorporation may, by unanimous agreement in writing, subscribed and acknowledged by them: (a) Cause to be prepared and approve and adopt detailed plans and specifications for the works and improving of the lands under the p…

(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 …

(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 o…

(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 va…

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,…

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 p…

(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 th…

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: (1) Is located in a county that has a population greater than 700,000; and (2) Operates a flood cont…

(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 …

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 fun…

(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 to make other amendments auth…

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 de…

(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 co…

(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 t…

(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 o…

(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 re…

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, O…