ORS 554.090
Directors

  • qualifications
  • president
  • seal
  • secretary-treasurer
  • exercise of corporate powers
  • indemnification

(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 (Action to compel assessment), 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 (Definitions for ORS 65.387 to 65.414) to 65.414 (Application of ORS 65.387 to 65.411). [Amended by 1969 c.345 §17; 1995 c.233 §3]

Source: Section 554.090 — Directors; qualifications; president; seal; secretary-treasurer; exercise of corporate powers; indemnification, https://www.­oregonlegislature.­gov/bills_laws/ors/ors554.­html.

554.005
Filing requirements 554.007
Effective time and date of document 554.009
Correcting filed document 554.011
Penalty for signing false document 554.012
Forms 554.015
Filing duty of Secretary of State 554.016
Filing, service, copying and certification fees 554.017
Appeal from Secretary of State’s refusal to file document 554.018
Evidentiary effect of copy of filed document 554.019
Certificate of existence 554.020
Articles of incorporation 554.030
Evidence of corporate existence 554.040
Contents of articles 554.060
Challenge to validity of organization 554.070
Membership 554.080
Corporate existence 554.082
Registered office and registered agent 554.084
Change of registered office or registered agent 554.086
Resignation of registered agent 554.088
Service on corporation 554.090
Directors 554.100
Oath of office 554.110
Powers of directors 554.120
Records of proceedings of directors 554.130
Assessments 554.135
Alternative method for collecting assessments 554.140
Directors’ duty to institute proceedings to enforce lien 554.150
Action to compel assessment 554.160
Assessments to provide funds to meet obligations 554.170
Covenants by landowners 554.180
Landowners’ notice 554.190
Recording notice 554.200
Incurring indebtedness before notice recorded 554.210
Plans and specifications 554.220
Bonds 554.230
Bonds 554.240
Retirement of bonds 554.250
Refunding bonds 554.260
Contracts with governmental agencies or others for financial assistance or cooperative action 554.270
Purchase or lease of works and water rights 554.275
Activity of corporation as urban service 554.280
Resolution for serial coupon obligations 554.290
Warrants to pay claims 554.300
Amendment of articles 554.302
Dissolution of corporation by Secretary of State 554.305
Notice of grounds for dissolution 554.307
Reinstatement of dissolved corporation 554.309
Denial of reinstatement 554.315
Annual report 554.320
Exemption from taxation 554.340
Judicial determination of legality of proceedings 554.350
Service to lands outside district 554.375
Dissolution of district and reorganization as corporation 554.380
Articles of incorporation for corporation formed from dissolved district 554.385
Findings by board of reorganizing district 554.390
Dissolution of district and reorganization as corporation under ORS 554.320 and 554.375 to 554.390 prohibited after 2004 554.410
Applicability of ORS 554.005 to 554.340 to corporations organized under 1911 Act 554.420
Amendment of articles, and landowners’ notice, of corporation organized under 1911 Act 554.430
Applicability of 1911 Act, as amended, to corporations organized under that Act 554.440
Malheur Improvement Company 554.510
Authority to include or exclude lands 554.520
Application for inclusion or exclusion 554.530
Application 554.540
Meeting date 554.550
Notice of meeting 554.560
Quorum for meeting 554.570
Effect of exclusion on existing debts 554.580
Condition of approval of inclusion 554.590
Articles of amendment
Green check means up to date. Up to date

Current through early 2024

§ 554.090’s source at oregon​.gov