ORS 554.380
Articles of incorporation for corporation formed from dissolved district

  • required provisions
  • membership

(1)

After the vote held under ORS 554.375 (Dissolution of district and reorganization as corporation) 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 (Contents of articles) 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 (Contents of articles) (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 (Powers of districts regarding irrigation works) and 547.325 (Powers of districts under 1,000 acres regarding domestic water supply); 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)

Every owner of land described in the articles of incorporation of the reorganizing district is a member of the corporation.

(4)

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 (Landowners’ notice). 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; 2013 c.284 §10]

Source: Section 554.380 — Articles of incorporation for corporation formed from dissolved district; required provisions; membership, 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