2017 ORS 554.005¹
Filing requirements

(1) For the Secretary of State to file a document under ORS 554.005 (Filing requirements) to 554.340 (Judicial determination of legality of proceedings), the document must satisfy the requirements set forth in this section and any other requirements in ORS 554.005 (Filing requirements) to 554.340 (Judicial determination of legality of proceedings) that supplement or modify the requirements set forth in this section.

(2) ORS 554.005 (Filing requirements) to 554.340 (Judicial determination of legality of proceedings), 554.420 (Amendment of articles, and landowners’ notice, of corporation organized under 1911 Act), 554.440 (Malheur Improvement Company) or 554.510 (Authority to include or exclude lands) to 554.590 (Articles of amendment) must require or permit filing the document with the Office of the Secretary of State.

(3) The document must contain the information required by ORS 554.005 (Filing requirements) to 554.340 (Judicial determination of legality of proceedings), 554.420 (Amendment of articles, and landowners’ notice, of corporation organized under 1911 Act), 554.440 (Malheur Improvement Company) or 554.510 (Authority to include or exclude lands) to 554.590 (Articles of amendment) and may contain other information.

(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 the corporation’s officers;

(b) If directors have not been selected or before the organizational meeting, by an incorporator;

(c) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by the receiver, trustee or fiduciary; or

(d) By an agent of a person identified in this subsection, if the person authorizes the agent to execute the document.

(7) The person that executes the document shall state beneath or opposite the signature the person’s name 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 Office of the Secretary of State actually receives the document. [1987 c.94 §137; 1999 c.486 §19; 2013 c.159 §14]

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/­ors554.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 554, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano554.­html (2017) (last ac­cessed Mar. 30, 2018).
 
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.