Oregon Statute | Act | Code |Title 46 Agricuture| US Code - US Statute | Chapter 554 Corporations For Irrigation, Drainage, Water Supply Or Flood Control

(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] (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] (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] 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 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] 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]
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] (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] (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] (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] 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 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] 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.(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](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] 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] (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] (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] (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] (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](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] 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. 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](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](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] (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](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] 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](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] 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] (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] (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]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] (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.(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] (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.(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. 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.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.(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](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]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](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]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](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] (1) A corporation
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 shall state:

(a) The name of the corporation and the effective date of its
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 the reinstatement is effective, it relates back to and
takes effect as of the effective date of the administrative dissolution
and the corporation resumes carrying on its business as if the
administrative dissolution had never occurred. [1987 c.94 §154; 1991
c.132 §16; 1995 c.215 §30] (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](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. 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] (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.(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(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](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](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]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(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]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.(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 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]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] 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] 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] 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] 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] (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] (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] (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]

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