Oregon Revised Statutes

Or. Rev. Stat. § 554.070 (2026)

Membership; meetings; voting; proxies; voting trusts; quorum; removal of officers

✓ current as of May 2026

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554.070 Membership; meetings; voting; proxies; voting trusts; quorum; removal of officers. (1) Every owner of land described in the articles of incorporation is a member of the corporation, and membership is lost or gained through a sale or purchase of any of said land, as the case may be, by which the legal title is transferred. In case of sale or purchase under contract without transfer of legal title, the parties may agree with respect to voting such land as provided in the bylaws, and unless so agreed and determined pursuant thereto the holder of the legal title shall be entitled to vote. Corporate owners may by resolution of their board of directors appoint and designate a proxy as provided by the bylaws.

(2) At all meetings of the members of the corporation each member who attends in person, or by proxy appointed in writing, shall be entitled to vote as provided in the articles of incorporation. In the absence of a provision in the articles of incorporation, each member shall be entitled to vote the amount of acreage of the land owned by the member on the basis of one vote for each acre of land. Nothing in the laws of Oregon shall be construed to prevent any owners of land, or members of the corporation, from joining in a voting trust or from giving a proxy or power of attorney to vote such membership for a term of years or until the happening or performance of a named contingency or condition. Except as provided in subsection (4) of this section or ORS 554.560, members representing a majority of the votes entitled to be cast shall be necessary to constitute a quorum for the transaction of business at all landowners’ meetings, and a majority vote shall govern in all cases except as otherwise specially provided by law.

(3) At any meeting of the members of the corporation any officer may be removed and another elected in the place of the officer. There must be at least one regular meeting of the members in each year, to be fixed by the bylaws, and there shall be such other meetings as may be called under the provisions of the bylaws.

(4) When members representing a majority of the votes entitled to be cast or their appointed proxies do not attend the regular annual meeting of the members of the corporation or any other meeting called under the bylaws, the directors of the corporation may call another meeting of the members on a date that is not later than 60 days after the date of the meeting at which a quorum was not obtained. At such subsequent meeting, members representing 25 percent or more of the votes entitled to be cast shall constitute a quorum for the transaction of business. [Amended by 1985 c.466 §1; 1995 c.233 §2]

Notes of Decisions

Cited in 6 cases, 1992–2011 · leading case: Miller v. Water Wonderland Improvement Dist., 951 P.2d 720 (Or. 1998).

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Miller v. Water Wonderland Improvement Dist., 951 P.2d 720 (Or. 1998). · cites it 2× “Among other things, plaintiff contended that none of defendant's directors was elected in accordance with ORS 554.070 or 554.090 and, for that reason, the assessment was unauthorized by law.”

Comeaux v. Water Wonderland Improvement Dist., 847 P.2d 841 (Or. 1993). · cites it 3× “ORS 554.070(2). Like voting shareholders in private corporations and voting members in nonprofit corporations, proxy voting expressly is authorized by statute.”

Miller v. Water Wonderland Improvement Dist., 918 P.2d 849 (Or. Ct. App. 1996). · cites it 2× “Plaintiff also sought to examine the records because he was concerned about whether the directors of WWID had been elected in accordance with ORS 554.070. Plaintiff alleges that he was denied access to records of WWID by Walter Seaborn (Seaborn), who was the president of the…”

Comeaux v. Water Wonderland Improvement Dist., 12 Or. Tax 132 (Or. T.C. 1992). · cites it 2× “ORS 554.070(1). The statute dictates that voting power is determined by the number of acres owned.”

Davis v. Nye Ditch Users Improvement Dist., 268 P.3d 749 (Or. Ct. App. 2011). · cites it 3× “ORS 554.070(1). 2 Plaintiffs take water from the Nye Ditch and have paid assessments to defendant and its predecessor.”

Davis v. Nye Ditch Users Imp. Dist., 268 P.3d 778 (Or. Ct. App. 2011). · cites it 3× “ORS 554.070(1). [2] *781 Plaintiffs take water from the Nye Ditch and have paid assessments to defendant and its predecessor.”

— Or. Rev. Stat. § 554.070(1) — 3 cases

Comeaux v. Water Wonderland Improvement Dist., 12 Or. Tax 132 (Or. T.C. 1992). “ORS 554.070(1). The statute dictates that voting power is determined by the number of acres owned.”

Davis v. Nye Ditch Users Improvement Dist., 268 P.3d 749 (Or. Ct. App. 2011). “ORS 554.070(1). 2 Plaintiffs take water from the Nye Ditch and have paid assessments to defendant and its predecessor.”

Davis v. Nye Ditch Users Imp. Dist., 268 P.3d 778 (Or. Ct. App. 2011). “ORS 554.070(1). [2] *781 Plaintiffs take water from the Nye Ditch and have paid assessments to defendant and its predecessor.”

— Or. Rev. Stat. § 554.070(2) — 2 cases

Comeaux v. Water Wonderland Improvement Dist., 847 P.2d 841 (Or. 1993). “ORS 554.070(2). Like voting shareholders in private corporations and voting members in nonprofit corporations, proxy voting expressly is authorized by statute.”

Comeaux v. Water Wonderland Improvement Dist., 12 Or. Tax 132 (Or. T.C. 1992). “ORS 554.070(1). The statute dictates that voting power is determined by the number of acres owned.”

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