Articles of incorporation for corporation formed from dissolved district
- • required provisions
- • status as public corporation
- • 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) and 554.050 (Nonprofit corporations) (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 (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) 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 (Nonprofit corporations) (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 (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]
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