ORS 554.420¹
Amendment of articles, and landowners’ notice, of corporation 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 (Contents of articles) and may determine and state the matters provided in ORS 554.050 (Nonprofit corporations). 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 (Filing requirements) 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 (Landowners' notice) and 554.190 (Recording notice).

(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 (Nonprofit corporations), the corporation shall thereafter pay any applicable fee under ORS 554.016 (Filing, service, copying and certification fees). [Amended by 1971 c.200 §10; 1987 c.94 §156; 1991 c.132 §35]

Chapter 554

Notes of Decisions

Water improve­ment district formed under this chapter is unit of govern­ment for purposes of filing suit under ORS 305.583 (Interested taxpayer petitions for certain determinations), but is not "govern­mental unit" within meaning of sec­tion 11b, Article XI of Oregon Constitu­tion. Comeaux v. Water Wonderland Improve­ment Dist., 12 OTR 132 (1992), aff'd 315 Or 562, 847 P2d 841 (1993)

Atty. Gen. Opinions

Authority of State Land Board to enter into nonprofit wa­ter supply district corpora­tion, (1978) Vol 38, p 2199

1 Legislative Counsel Committee, CHAPTER 554—Corporations for Irrigation, Drainage, Water Supply or Flood Control, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­554.­html (2007) (last ac­cessed Feb. 12, 2009).
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2007, Chapter 554, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­554ano.­htm (2007) (last ac­cessed Feb. 12, 2009).
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.
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