Oregon Statutes 554.420 – 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.
Terms Used In Oregon Statutes 554.420
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Fiduciary: A trustee, executor, or administrator.
- Lien: A claim against real or personal property in satisfaction of a debt.
(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]