(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 must conform with ORS 554.040. 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 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 and 554.190.
(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, the corporation shall thereafter pay any applicable fee under ORS 554.016. [Amended by 1971 c.200 §10; 1987 c.94 §156; 1991 c.132 §35; 2013 c.284 §11]
Structure 2021 Oregon Revised Statutes
Volume : 15 - Water Resources, Agriculture and Food
Chapter 554 - Corporations for Irrigation, Drainage, Water Supply or Flood Control
Section 554.005 - Filing requirements.
Section 554.007 - Effective time and date of document.
Section 554.009 - Correcting filed document.
Section 554.011 - Penalty for signing false document.
Section 554.015 - Filing duty of Secretary of State.
Section 554.018 - Evidentiary effect of copy of filed document.
Section 554.019 - Certificate of existence.
Section 554.020 - Articles of incorporation; filing.
Section 554.040 - Contents of articles.
Section 554.060 - Challenge to validity of organization; effect of defects or omissions.
Section 554.070 - Membership; meetings; voting; proxies; voting trusts; quorum; removal of officers.
Section 554.080 - Corporate existence; powers of corporation.
Section 554.082 - Registered office and registered agent.
Section 554.084 - Change of registered office or registered agent.
Section 554.086 - Resignation of registered agent.
Section 554.088 - Service on corporation.
Section 554.110 - Powers of directors.
Section 554.135 - Alternative method for collecting assessments.
Section 554.140 - Directors’ duty to institute proceedings to enforce lien; attorney fees.
Section 554.180 - Landowners’ notice; contents.
Section 554.190 - Recording notice; effect; lien on land; priority.
Section 554.210 - Plans and specifications; how adopted.
Section 554.230 - Bonds; recitals; payment; liability of land.
Section 554.275 - Activity of corporation as urban service.
Section 554.302 - Dissolution of corporation by Secretary of State; conditions.
Section 554.307 - Reinstatement of dissolved corporation.
Section 554.309 - Denial of reinstatement; appeal.
Section 554.315 - Annual report; contents; filing with Secretary of State; amended report.
Section 554.340 - Judicial determination of legality of proceedings.
Section 554.350 - Service to lands outside district; findings; tax exemption.
Section 554.440 - Malheur Improvement Company; exclusion or inclusion of land.
Section 554.530 - Application; contents; deposit; filing.
Section 554.570 - Effect of exclusion on existing debts.
Section 554.580 - Condition of approval of inclusion.
Section 554.590 - Articles of amendment; filing; effective date.